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Coral India Finance and Housing Ltd. के निदेशक की रिपोर्ट
Mar 31, 2025
The Board of Directors are pleased to present the 31st Annual Report of the Company along with the audited financial statements of the Company for the financial year ended March 31, 2025.
1. Financial Summary and Highlights:
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The Companyâs financial performance for the year ended March 31, 2025 is summarized below: |
(t in Lakhs except EPS) |
||
|
Particulars |
STANDALONE |
YoY growth |
|
|
2024-25 |
2023-24 |
(%) |
|
|
Revenue from Operations including Other Income |
2597.06 |
3057.15 |
(15.05) |
|
Profit before Interest, Depreciation and Taxes |
2126.03 |
2366.54 |
(10.16) |
|
Less: |
|||
|
a. Finance Cost |
0.02 |
0.25 |
(92.00) |
|
b. Depreciation |
7.38 |
8.40 |
|
|
c. Provision for Taxation (including Deferred Tax) |
369.62 |
281.14 |
|
|
Net Profit for the Year (I) |
1749.01 |
2076.74 |
(15.78) |
|
Total Comprehensive Income/Loss (II) |
2141.71 |
1440.00 |
(48.73) |
|
Balance Profits for the earlier years |
14576.53 |
12620.70 |
|
|
Less: Dividend paid on Equity Shares |
(161.21) |
(120.91) |
|
|
Balance carried forward |
16164.33 |
14576.53 |
|
|
Earnings Per Share (EPS) (Face Value of t 2/- each) |
4.34 |
5.15 |
(15.73) |
|
Note: Previous year''s figures have been regrouped / reclassified wherever necessary in conformity with Indian Accounting Standards (Ind AS) to correspond with the current year''s classification / disclosure and may not be comparable with the figures reported earlier. |
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Company''s Performance Overview
During the financial year 2024-25:
⢠During the financial year 2024-25, there is a reduction in the total income to t 2597.06 Lakhs as against t 3057.15 Lakhs in the previous year - a decline of 15.05 %.
⢠Employee cost as a percentage to revenue from operations increased to 4.45% (t 94.12 Lakhs) as against 3.80% (t 105.18 Lakhs) in the previous year, an increase of 17.11%.
⢠Other expense as a percentage to revenue from operations increased to 14.32% (t 303.06 Lakhs) as against 10.26% (t 283.93 Lakhs) in the previous year, an increase of 39.57%.
⢠Total Profit after tax for the current year has been decreased to t 1749.01 Lakhs against t 2076.74 Lakhs in the previous financial year - a decline of 15.78 %.
⢠Total Earning per share for the current year has been decreased to t 4.34 against t 5.15 in the previous financial year - a decline of 15.79%.
Our principal sources of liquidity are cash and cash equivalents, current investments and the cash flow that we generate from our operations. We continue to be debt-free and maintain sufficient cash to meet our strategic and operational requirements. We understand that liquidity in the Balance Sheet has to balance between earning adequate returns and the need to cover financial and business requirements.
Liquidity enables us to be agile and ready for meeting unforeseen strategic and business needs. Our Liquid assets stand at ^ 12459.37 Lakhs as at March 31, 2025, as against ^ 10989.33 Lakhs as on March 31, 2024. Liquid assets, include deposits with banks, cash & cash equivalent, current investments in securities and liquid/mutual funds. The details of these investments are disclosed in the financial statements in this Annual Report.
The Company has a consistent track record of dividend payment. Based on Companyâs performance, the Board of Directors, at its meeting held on May 28, 2025 had recommended a final dividend of ^ 0.40 (Forty paise) per equity share of ^ 2 (Rupees Two only) each (20%) for the financial year ended March 31, 2025 on the total outstanding shares 40302225 amounting to ^ 161.21 Lakhs, subject to the approval of Members at the ensuing Annual General Meeting of the Company and payable to those members whose names appear in the Register of Members of the Company or Register of Beneficial Owners maintained by the Depositories as on the record date i.e., Friday, September 12, 2025.
The Company declares and pays dividend in Indian rupees. Companies are required to pay/distribute dividend after deducting applicable withholding income taxes. The remittance of dividends outside India is governed by Indian law on foreign exchange and is also subject to withholding tax at applicable rates.
In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.
The aforesaid final dividend is being paid by the Company from its profits for the respective financial year.
Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers] Rules, 2014 as on March 31, 2025, are set out in Note 5, 7 and 11 to the Standalone Financial Statements of the Company. There was no guarantee given by the Company for the
period under review.
The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.
Your Company has neither accepted nor renewed any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits] Rules, 2014 (including any statutory modifications] or reenactments] thereof for the time being in force].
During the year under review, there was no change in the issued and subscribed capital of the Company. The paid-up Equity Share Capital of the Company as on March 31, 2025 stands at ^ 80,604,450 divided into 40,302,225 equity shares of face value of ^ 2/- each.
a. During the year under review, the Company has not:
(i] issued any shares, warrants, debentures, bonds, or any other convertible or non-convertible securities;
(ii] issued equity shares with differential rights as to dividend, voting or otherwise;
(iii] issued any sweat equity shares to its directors or employees;
(iv] made any change in voting rights;
(v] reduced its share capital or bought back shares;
(vi] changed the capital structure resulting from restructuring;
(vii] failed to implement any corporate action.
b. The Companyâs securities were not suspended for trading during the year.
c. The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.
Particulars of Contract/Arrangements with Related Party
All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with and materiality of Related Party Transactions and the Related Party Framework, formulated and adopted by the Company. Prior omnibus approval of the Audit Committee is obtained for related party transactions which are repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed on a quarterly basis by the Audit Committee.
As a part of the Companyâs annual planning process, before the beginning of a financial year, details of all the transactions proposed to be executed with related parties, including the estimated amount of transactions to be executed and other terms and conditions etc. are presented to the Audit Committee for its consideration and approval. The details of said transactions are also placed before the Board of Directors for their information. The Director, if interested in a transaction, does not participate in the discussion of the item relating to that transaction.
Further approval is sought during the year for any new transaction/modifi cation to the previously approved limits/terms of contracts with the related parties. This is followed by a quarterly review of the related party transactions by the Audit Committee.
Policy
The Companyâs Policy on dealing with and Materiality of Related Party Transactions has been amended during the year under review and is available on the website of the Company at https://coralhousing.in/policies.php
Review
All transactions with related parties were reviewed and approved by the Audit Committee and were in accordance with the Policy on dealing with and materiality of related party transactions.
There are no materially significant related party transactions that may have potential conflict with the interest of the Company at large.
There were no transactions of the Company with any person or entity belonging to the Promoter(s]/Promoter(s] Group which individually holds 10% or more shareholding in the Company.
All contracts/arrangements/transactions entered into by the Company during the year under review with related parties were in the ordinary course of business and on armâs length basis in terms of the provisions of the Act. Further, there are no contracts or arrangements entered into under Section 188(1] of the Act, hence no justification has been separately provided in that regard.
Statutory Disclosure
The details of the related party transactions as per Indian Accounting Standards (IND AS] - 24 are set out in Note no. 42 to the Standalone Financial Statements of the Company.
The Company in terms of Regulation 23 of the Listing Regulations submits on half yearly basis the disclosures of related party transactions to the stock exchanges, in the format and timeline as specified by SEBI from time to time. The said disclosures are available on the website of the Company at https://coralhousing.in/compliances.php. Form AOC-2 pursuant to Section 134(3](h] of the Act read with Rule 8(2] of the Companies (Accounts] Rules, 2014 is
set out in Annexure [1] to this Report.
Management Discussion and Analysis Report
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015 ("Listing Regulations"], the Managementâs discussion and analysis report is set out in this Annual Report.
Pursuant to Section 134(3] (n] of the Companies Act, 2013, Company has formulated Risk Management Policy. As per Regulation 21 of the Listing Obligations and Disclosure Requirements Regulations, 2015, the Company is not required to constitute a risk management committee. At present the company has not identified any element of risk which may threaten the existence of the company.
Board policies
The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 and Securities and Exchange Board of India (SEBI] regulations are provided in Annexure [7] to the Boardâs report.
Material Changes Affecting the Company
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2024-25 and the date of this report. There has been no change in the nature of business of the Company.
The Company is primarily engaged in two segments viz, Construction, development & maintenance of properties and related services and Investment which includes lending and investments in capital market.
Disclosures relating to Subsidiary Company, Associates and Joint Ventures
The Company does not have any subsidiary company, associate company or joint venture as on March 31, 2025. Hence, requirement of consolidated financial statement is not applicable to the Company.
Further, pursuant to provisions of Section 129(3] of the Companies Act, 2013 read with Rule 5 of Companies (Accounts] Rules, 2014, the statement containing salient features of the financial statements of the Companyâs subsidiary in Form AOC-1 is not required to be attached.
Our employees are our most important assets. The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP] (as required under the Companies Act, 2013] to the median
of employeesâ remuneration, as required under Section 197(12] of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, is set out in Annexure [2] to this Boardâs report. The total number of permanent employees on the payroll of the company as on 31st March, 2025 are are 6 out of which one is female.
Policy on Prevention of Sexual Harassment at Workplace
The Company has formulated a Policy on Prevention of Sexual Harassment atWorkplace for prevention, prohibition and redressal of sexual harassment at workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013 (hereinafter referred to as "Prevention of Sexual Harassment Act"]. As the Company have less than 10 nos. of employees, the company is not required to constitute Internal Committee.
Further the details / disclosure pertaining to number of complaints filed during the F.Y. 2024-25, disposed during the F.Y. 2024-25 and pending as on the end of the financial year i.e. March 31, 2025 forms part of the Corporate Governance Report.
Health, Safety and Environment
The safety excellence journey is a continuing process of the Company. The safety of the people working for and on behalf of your Company, visitors to the premises of the Company and the communities we operate in, is an integral part of business. Structured monitoring & review and a system of positive compliance reporting are in place. There is a strong focus on safety with adequate thrust on employeesâ safety.
Our corporate governance practices are a reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably.
The Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 17 to 27 and 34(3] read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015. A separate report on Corporate Governance along with the certificate from Mrs. Uma Lodha from M/s Uma Lodha & Co., Practicing Company Secretaries confirming the compliance of Corporate Governance requirements is annexed as Annexure [3] to this report.
The Company is regularly complying with Corporate Governance practices and also uploading the information under Corporate Filing & Dissemination System (corpfiling]. Your Company has also been enlisted in the
new SEBI compliant redressal system (SCORES] and Online Dispute Resolution (ODR] portal enabling the investors to register their complaints, if any, for speedy redressal.
Number of the Meetings of Board
During the financial year 2024-25, 5 (five] meetings of the Board of Directors were held. The details of the meetings of the Board of Directors of the Company convened during the financial year 2024-25 are given in the Corporate Governance Report which forms part of this Annual Report.
The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act and the Listing Regulations.
Nomination and Remuneration Policy (NRC)
As on 31st March, 2025, the Company has a duly established Nomination & Remuneration Committee (NRC] comprises of Mrs. Sheela Kamdar (Chairperson], Mrs. Meeta Sheth (Member], Mr. Niraj Mehta (Member] and Mr. Vinay Mehta (Member - w.e.f. August 02, 2024].
The Board of Directors in their meeting held on September 03, 2025 has reconstituted the NRC, pursuant to completion of tenure of Mrs. Sheela Kamdar as an Independent Director on September 13, 2025. Ms. Neha Mehta has been appointed as an Additional Director in the capacity of an Independent Director, subject to the approval of shareholders at the ensuing AGM and a Member of the NRC w.e.f., September 03, 2025.
Further, Mrs. Sheela Kamdar ceased to be the member & Chairperson of the committee and in her place Mr. Vinay Mehta has been appointed as a Chairperson of the NRC w.e.f., September 03, 2025.
Mrs. Riya Shah, Company Secretary acts as Secretary to the NRC Committee.
The salient features of the Policy are set out in the Corporate Governance Report which forms part of this Annual Report.
The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Act and Regulation 19 of the Listing Regulations.
The Policy is also available on the website of the Company at https://coralhousing.in/policies.php
Appointment and Remuneration of Directors and Key Managerial Personnel and particulars of employees
The appointments and remuneration paid to the Directors are in accordance with the Nomination and Remuneration
Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the Listing Regulations (including any statutory modification^] or re-enactment(s] thereof for the time being in force].
The information required under Section 197 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 (including any statutory modification^] or re-enactment(s] thereof for the time being in force] in respect of Directors/employees of the Company is set out in the Annexure [2] to this report and the Nomination and Remuneration Policy is also available on the website of the Company at https:// coralhousing.in/policies.php.
Definition of âIndependenceâ of Directors is derived from Regulation 16 of the Listing Regulations and Section 149(6] read with Schedule IV of the Companies Act,
2013. The Company has, inter alia, received the following declarations from all the Independent Directors confirming that:
1. they meet the criteria of independence as prescribed under the provisions of the Act, read with Schedule IV and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;
2. they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act;
3. in terms of Rule 6(3] of the Companies (Appointment and Qualification of Directors] Rules, 2014, they have registered themselves with the Independent Directorâs database maintained by the Indian Institute of Corporate Affairs (IICA], Manesar and have qualified the online proficiency self-assessment test or are exempted from passing the test as required in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors] Rules, 2014;
4. in terms of Regulation 25(8] of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.
In terms of Regulation 25(9] of the Listing Regulations, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8] of the Listing Regulations by the Independent Directors of the Company.
None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2] of the Act and Rule 14(1] of the Companies (Appointment and Qualification of Directors] Rules,
2014.
All members of the Board and Senior Management have affirmed compliance with the Code of Conduct for Board and Senior Management for the financial year 2024-25.
The Company had sought a certificate from the Secretarial Auditor of the Company confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed and/or continuing as Directors by the SEBI/MCA or any other such statutory authority, enclosed as Annexure [C] to Corporate Governance Report.
The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee or Board of Directors to formulate a process for evaluating the performance of Individual Directors, Chairman, Committees of the Board and the Board as a whole.
The parameters for the performance evaluation of the Board, inter alia, include functioning of the entire Board contribution of individual directors therein and suggesting together the improvements areas, if any etc.
The parameters for the performance evaluation of the Directors include attendance, effective participation in meetings of the Board, domain knowledge, vision, strategy, etc.
The Chairperson(s] of the respective Committees based on feedback received from the Committee members on the outcome of performance evaluation exercise of the Committee, shares a report to the Board.
The Independent Directors at their separate meeting review the performance of non-independent directors and the Board as a whole, Chairperson of the Company after considering the views of Executive Director and NonExecutive directors, the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
Based on the outcome of the performance evaluation exercise, areas have been identified for the Board to engage itself with and the same would be acted upon. The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this Annual Report.
Familiarization Program for Independent Directors
All Independent Directors are familiarised with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. The details of the training and familiarisation programme are provided in the Corporate Governance Report and is also available on the website of the Company at https://coralhousing.in/ policies.php
Directors and Key Managerial Personnel Board of DirectorsI. Change in Directoratea. During the year
During the year, at the 30th Annual General Meeting (AGM] held on August 30, 2024, the shareholders of the Company approved the following:
i] Retirement by rotation and subsequent reappointment
In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act read with the Companies (Appointment and Qualification of Directors] Rules, 2014 (including any statutory modification^] or re-enactment(s] thereof for the time being in force] and the Articles of Association of the Company, Mrs. Meeta Sheth, Non-executive Director of the Company has been re-appointed pursuant to retirement by rotation.
ii] Appointment of Non-Executive Independent Director of the Company
The Members of the Company at the 30th AGM held on August 30, 2024, had approved the appointment of Mr. Vinay Mehta as the Non-Executive Independent Director of the Company for a period of 5 (five] years commencing from August 02, 2024 till August 01, 2029, not liable to retire by rotation.
iii] Cessation of Mr. Sharad Mehta as a NonExecutive Independent Director of the Company
Mr. Sharad Mehta ceased to be a NonExecutive Independent Director of the Company with effect from September 26, 2024, upon completion of his two term of five consecutive years as an Independent Director, in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015.
The Board places on record its sincere appreciation for the valuable guidance, support, and contributions made by Mr. Mehta during his tenure with the Company.
b. After the end of the year and up to the date of the Report
(iv] Re-appointment of an Independent Director
The Board of Directors of the Company, at its meeting held on June 23, 2025, on
the recommendation of the Nomination and Remuneration Committee, approved the re-appointment of Mr. Niraj Mehta as a Non-Executive Independent Director of the Company for a second term of five (5] consecutive years, commencing from July 17, 2025 up to July 16, 2030, subject to approval of the members. The shareholders of the Company, at the Extraordinary General Meeting held on July 16, 2025, approved the said re-appointment.
(v] Retirement by rotation and subsequent reappointment
In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act read with the Companies (Appointment and Qualification of Directors] Rules, 2014 (including any statutory modifications] or re-enactment(s] thereof for the time being in force] and the Articles of Association of the Company, Mr. Kishor Mehta, Whole-time Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible have offered himself for re-appointment.
Based on performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends his re-appointment as a Director of the Company, liable to retire by rotation.
The brief profile of Mr. Kishor Mehta is given in Annexure-II to the Notice of AGM forming part of this Annual Report.
The appropriate resolution for the reappointment of Mr. Kishor Mehta is being placed for the approval of the shareholders of the Company at the ensuing AGM. Details with respect to his experience, attributes, skills, disclosure of relationship between directors inter-se, directorships held in other companies and committee memberships, etc., as stipulated under Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings issued by ICSI, have been disclosed in the Annexure-I to the Notice of the AGM.
In accordance with the provisions of the Act read with the Rules issued thereunder, the Listing Regulations and the Articles of Association of the Company, Additional Director, Independent Directors and Managing Director of the Company are not liable to retire by rotation.
None of the Directors of the Company have
resigned during the year under review.
(vi] Appointment of Non-Executive Independent Director of the Company
The Board of Directors at their meeting held on September 03, 2025, subject to approval of the shareholders, had approved the appointment of Ms. Neha Mehta as an Additional Non-Executive Independent Director of the Company for a period of 5 (five] years commencing from September 03, 2025 to September 02, 2030, not liable to retire by rotation.
Appropriate resolution for appointment of Ms. Neha Mehta as the Non-Executive Independent Director of the Company is being placed for the approval of the shareholders of the Company at the ensuing AGM. The Board of Directors and the Nomination & Remuneration Committee of the Company recommends her appointment as the Non-Executive Independent Director of the Company. Details with respect to her experience, attributes, skills, disclosure of relationship between directors inter-se, directorships held in other companies and committee memberships, etc., as stipulated under Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings issued by ICSI, have been disclosed in the Annexure-I to the Notice of the AGM.
Considering Ms. Neha Mehtaâs rich professional expertise of over 15 years in the areas of audit, taxation, corporate advisory, financial structuring, and governance, coupled with her strong analytical skills and proven leadership across diverse industries, the Board of Directors is of the opinion that it would be in the best interests of the Company to appoint her as an Independent Director.
The requisite consent, declarations and eligibility confirmations under the provisions of the Act and SEBI Regulations were received from Ms. Neha Mehta for considering her appointment as an Independent Directors.
The brief profile of Ms. Neha Mehta is given in Annexure-II to the Notice of AGM forming part of this Annual Report.
(vii] Cessation of a Non-Executive Independent Director
Mrs. Sheela Kamdar, Independent Director of the Company, will be completing her second term on September 13, 2025 in accordance
with the provisions of the Companies Act, 2013 and SEBI Listing Regulations.
The Board places on record its sincere appreciation for the valuable contribution, guidance, and support extended by Mrs. Sheela Kamdar during her tenure as an Independent Director of the Company.
Pursuant to the provisions of Sections 2(51] and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 (as amended from time to time], the following are the Key Managerial Personnel of the Company:
1. Mr. Navin Doshi: Chairman & Managing Director
2. Mr. Kishor R. Mehta: Whole-time Director & CFO
3. Mrs. Riya R. Shah: Company Secretary
During the year under review, there were no changes to the Key Managerial Personnel of the Company.
The Board of Directors has the following Statutory Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholdersâ Relationship Committee
4. Corporate Social Responsibility Committee
The Board of Directors have also constituted 3 (three] management committees, viz, Investment Committee, Shareholders Grievances Committee and Sales and Rental Committee.
A detailed note on the composition of the Board and its Committees, including its terms of reference is provided in the Corporate Governance Report. The composition and terms of reference of all the Statutory Committee(s] of the Board of Directors of the Company is in line with the provisions of the Act and Listing Regulations.
During the year, all recommendations of the Committees of the Board which were mandatorily required have been accepted by the Board.
The Company accords top priority for creating and enhancing shareholders value. All the Companyâs operations are guided and aligned towards maximizing shareholders value.
As on 31st March, 2025, the Company has a duly established Stakeholders Relationship Committee (SRC] comprises of Mrs. Sheela Kamdar (Chairperson], Mrs. Meeta Sheth (Member], Mr. Kishor Mehta (Member], Mr. Niraj Mehta
(Member] and Mr. Vinay Mehta (Member - w.e.f. August 02, 2024).
The Board of Directors in their meeting held on September 03, 2025 has reconstituted the SRC, pursuant to completion of tenure of Mrs. Sheela Kamdar as an Independent Director on September 13, 2025. Ms. Neha Mehta has been appointed as an Additional Director in the capacity of an Independent Director, subject to the approval of shareholders at the ensuing AGM and a Member of the SRC w.e.f., September 03, 2025
Further, Mrs. Sheela Kamdar ceased to be the member & Chairperson of the committee and in her place Mr. Niraj Mehta has been appointed as a Chairperson of the SRC w.e.f., September 03, 2025
Mrs. Riya Shah, Company Secretary acts as Secretary to the Stakeholders Relationship Committee.
The salient features of the Policy are set out in the Corporate Governance Report which forms part of this Annual Report.
Internal Financial Controls and their Adequacy
The Company has in place adequate internal financial controls with reference to financial statements. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.
As on 31st March, 2025, the Company has a duly established Audit Committee comprises of Mrs. Sheela Kamdar (Chairperson], Mrs. Meeta Sheth (Member], Mr. Kishor Mehta (Member], Mr. Niraj Mehta (Member] and Mr. Vinay Mehta (Member - w.e.f. August 02, 2024].
The Board of Directors in their meeting held on September 03, 2025 has reconstituted the Audit Committee, pursuant to completion of tenure of Mrs. Sheela Kamdar as an Independent Director on September 13, 2025. Ms. Neha Mehta has been appointed as an Additional Director in the capacity of an Independent Director, subject to the approval of shareholders at the ensuing AGM and a Member of the Audit Committee w.e.f., September 03, 2025
Further, Mrs. Sheela Kamdar ceased to be the member & Chairperson of the committee and in her place Mr. Niraj Mehta has been appointed as a Chairperson of the Audit Committee w.e.f., September 03, 2025
Mrs. Riya Shah, Company Secretary acts as Secretary to the Audit Committee.
The salient features of the terms of reference are set out in the Corporate Governance Report which forms part of this Annual Report.
The Audit Committee of the Board of Directors actively
reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.
The Audit Committee of the Board of Directors and the Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observation and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the internal Audit function reports to the Chairperson of the Audit Committee. The Company prepares Standalone Financial Statements in accordance with the applicable accounting standards.
Material Orders of Judicial Bodies/Regulators
During the year under review, there were no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.
During the year under review, none of the auditors has reported to the Audit Committee and/or Board under Section 143(12] of the Companies Act, 2013 and Rules framed thereunder, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boardâs report.
The Annual Return of the Company as on 31st March, 2025 in Form MGT-7 in accordance with Section 92(3] read with Section 134(3](a] of the Act and the Companies (Management and Administration] Rules, 2014, is available on the website of the Company at https://coralhousing.in/ shareholders-meeting.php
Compliance with Secretarial Standard
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
The Equity Shares of the Company continue to remain listed on BSE Limited (BSE] and National Stock Exchange of India Limited (NSE].
|
Description of Securities |
Series |
No. of Securities |
BSE Limited (Scrip Code) |
National Stock Exchange of India Limited (Symbol) |
|
Equity shares of ^ 2/- each fully paid up |
EQ |
40302225 |
531556 |
CORALFINAC |
The annual listing fees for the F.Y. 2024-25 has been paid to these Stock Exchanges.
Registrar and Share Transfer Agent
MUFG Intime India Private Limited (MUFG] is the Registrar and Share Transfer Agent of the Company.
During the year, the Company has transferred the unclaimed and un-encashed dividends of 2,24,152/-(Rupees Two Lakh Twenty-Four Thousand One Hundred Fifty Two only]. Further, 58750 (Fifty Eight Thousand Seven Fifty] corresponding shares on which dividends were unclaimed for seven consecutive years were transferred as per the requirements of the IEPF Rules. The details of the resultant benefits arising out of shares already transferred to the IEPF, year-wise amounts of unclaimed / un-encashed dividends lying in the unpaid dividend account up to the year, and the corresponding shares, which are liable to be transferred, are provided in the "Transparency & Relationship with stakeholder''s" section of the Corporate governance report and are also available on our website, at https://coralhousing.in/ unclaimed-dividend-and-iepf.php
Directors'' Responsibility Statement
Pursuant to Section 134 of the Act (including any statutory modification(s] or re-enactment(s] thereof for the time being in force], the Directors of the Company state that:
a. in the preparation of the Annual Accounts for the financial year ended March 31, 2025, the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;
b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profits of the Company for the financial year ended March 31, 2025;
c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a ''going concern'' basis;
e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and
f. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.
Vigil Mechanism / Whistle Blower Policy The Company has adopted Vigil Mechanism / Whistle Blower Policy, which was approved and adopted by the Board of Directors of the Company as per the provisions of Section 177(9] and (10] of the Act, Regulation 22 of the SEBI Listing Regulations and Regulation 9A of Securities and Exchange Board of India (Prohibition of Insider Trading] Regulations, 2015. The said policy provides a formal mechanism for all Directors and employees of the Company to approach Chairperson of the Audit Committee of the Company and make protective disclosures about the unethical behavior, actual or suspected fraud and violation of the Company''s Code of Conduct and Business Ethics. Under the Policy, each Director / employee of the Company has an assured access to the Chairperson of the Audit Committee.
The Policy is displayed on the website of the Company https://coralhousing.in/policies.php
5. Auditors and Auditors'' ReportDetails of Auditors Statutory Auditor
M/s. Hasmukh Shah & Co. LLP, Chartered Accountants (Firm Registration No. 103592W/ W-100028] were reappointed as the Statutory Auditors of the Company at the 28th Annual General Meeting of the Company held on August 05, 2022, to hold the office for a second term of 5 (five] years from the conclusion of 28th (twenty-eight] Annual General Meeting till the conclusion of the 33rd (thirty-third] Annual General Meeting to be held in the year 2027
M/s. Hasmukh Shah & Co. LLP has confirmed that they are not disqualified from continuing as Auditors of the Company and that they satisfy the independence criteria required under the Companies Act, 2013.
The Statutory Auditorsâ report on the Financial Statements for the financial year ended March 31, 2025, does not contain any qualification, reservation or adverse remark and is self-explanatory and unmodified and thus does not require any further clarifications / comments. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review.
The Auditorsâ Report for the financial year ended March 31, 2025 on the financial statements of the Company is a part of this Annual Report.
The Board of Directors of the Company, on the recommendation made by the Audit Committee, had appointed M/s Uma Lodha & Co., a Practicing Company Secretaries (FCS No.: 5363; CP No.: 2593 & Peer Review Certificate No.: 6629/2025], as the Secretarial Auditors of
the Company for the financial year 2024-25. The details of the reports and certificate received from Mrs. Uma Lodha, for the financial year 2024-25, are as under:
a. Secretarial Audit Report under Section 204 of the Act read with Rules made thereunder and Regulation 24A of the Listing Regulations, is set out in Annexure (A-1] to this Report.
b. Secretarial Compliance Report in relation to compliance with all applicable SEBI Regulations/ Circulars/Guidelines issued thereunder, Secretarial Standards issued by the ICSI, pursuant to requirement of Regulation 24A of the Listing Regulations, is set out in Annexure (A-2] to this Report. The Secretarial Compliance Report has been voluntarily enclosed as a good disclosure practice.
c. Auditorâs Certificate on Corporate Governance is annexed to the Report on Corporate Governance forming part of this Integrated Annual Report as required by Schedule V of the Listing Regulations.
The Secretarial Audit Report and Secretarial Compliance Report for the financial year 2024-25, does not contain any qualification, reservation, or adverse remark.
The Board of Directors of the Company, based on the recommendation made by the Audit Committee, and subject to the approval of the shareholders of the Company at the ensuing AGM, have approved the re-appointment of Mrs. Uma Lodha, as the Secretarial Auditors of the Company to conduct the audit of the secretarial records for a period of five consecutive years from the financial year 2025-26 to the financial year 2029-30, in terms of provisions of Regulation 24A of the Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated 31st December 2024 and the Act.
Mrs. Uma Lodha has given her consent and confirmed that she is not disqualified from being appointed as the Secretarial Auditor of the Company and satisfies the eligibility criteria. The profile of the Secretarial Auditor is available on the Companyâs website at https:// coralhousing.in/announcement-and-updates.php
The Board of Directors at their meeting held on May 28, 2025 have appointed M/s Mansi Nishith Shah & Associates, Chartered Accountants (Firm Registration Number: 160962W] as the Internal Auditors of the Company for the Financial Year 2024-2025.
6. Corporate Social Responsibility (CSR)
During the financial year ended March 31, 2025, the Company incurred CSR Expenditure of ^ 40.62 Lakhs required to be spent. During the financial year 2024-25, the CSR initiatives of the Company were under the thrust area of health care and education. The CSR Policy of the Company is available on the website of the Company at http://coralhousing.in/policies.php.
The Companyâs CSR Policy statement, composition and annual report on the CSR activities undertaken during the financial year ended March 31, 2025, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy] Rules, 2014 (including any statutory modification^] or re-enactment(s] thereof for the time being in force] is set out in Annexure [6] to this report.
Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo
Pursuant to Section 134(3] (m] of the Act read with Companies (Accounts] Rules, 2014 are given as under:
1. Conservation of Energy: Your Company is conscious about energy consumption and environmental issues related with it. It is continuously making sincere efforts towards conservation of energy and optimizing its usage in all aspects of operations.
2. Technology Absorption: The Company has not incurred any R & D expenditure during the year. Details related to technology absorptions are not applicable to your company during the year under review.
3. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future, as well.
4. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange Earning and Outgo during the year under review.
a. No credit rating has been obtained by the Company with respect to its securities.
b. The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors;
c. Cost audit records are not required to be maintained by the Company;
d. During the year under review, there was no delay in holding the Annual General Meeting of the Company;
e. There was no revision of financial statements and Boards report of the Company during the year under review;
f. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016] during the year along with their status as at the end of the financial year is not applicable;
g. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
h. The Company also confirms its compliance with the provisions of the Maternity Benefit Act, 1961.
Appreciation & Acknowledgement
The Board of Directors would like to express their sincere thanks to the Shareholders & Investors of the Company for the trust reposed on us over the past several years. Your Directors are highly grateful for all the guidance, support, assistance and co-operation received from the Banks,
Departments of Central Government & State Governments, other Government Departments, Members, Esteemed Customers and Suppliers during the year under review. Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.
Mar 31, 2024
The Board of Directors are pleased to present the 30th Annual Report of the Company along with the audited financial statements of the Company for the financial year ended March 31, 2024.
1. Financial Summary and Highlights:
The Companyâs financial performance for the year ended March 31, 2024 is summarized below:
|
Particulars |
STANDALONE |
YoY growth |
|
|
2023-24 |
2022-23 |
(%) |
|
|
Revenue from Operations including Other Income |
3057.15 |
3065.41 |
(0.27) |
|
Profit before Interest, Depreciation and Taxes |
2366.53 |
2240.91 |
5.61 |
|
Less: |
|||
|
a. Finance Cost |
0.25 |
0.20 |
|
|
b. Depreciation |
8.40 |
8.87 |
|
|
c. Provision for Taxation (including Deferred Tax) |
281.14 |
399.83 |
|
|
Net Profit for the Year (I) |
2076.74 |
1832.01 |
13.36 |
|
Total Comprehensive Income/Loss (II) |
3516.74 |
876.77 |
301.10 |
|
Balance Profits for the earlier years |
12620.70 |
10909.59 |
|
|
Less: Dividend paid on Equity Shares |
(120.91) |
(120.91) |
|
|
Balance carried forward |
14576.53 |
12620.70 |
|
|
Earnings Per Share (EPS) (Face Value of t 2/- each) |
5.15 |
4.55 |
13.19 |
|
Note: Previous year''s figures have been regrouped / reclassified wherever necessary in conformity with Indian Accounting Standards (Ind AS) to correspond with the current year''s classification / disclosure and may not be comparable with the figures reported earlier. |
|||
Company''s Performance Overview
During the financial year 2023-24:
⢠During the financial year 2023-24, there is a slight reduction in the total income to t 3057.15 Lakhs as against t 3065.41 Lakhs in the previous year - a marginal decline of (0.27)%.
⢠Employee cost as a percentage to revenue from operations increased to 3.80% (t 105.18 Lakhs) as against 3.31% (t 97.92 Lakhs) in the previous year, an increase of 14.80%.
⢠Other expense as a percentage to revenue from operations increased to 10.26% (t 283.94 Lakhs) as against 8.35% (t 246.70 Lakhs) in the previous year, an increase of 22.87%.
⢠Total Profit after tax for the current year has been increased to t 2076.74 Lakhs against t 1,832.01 Lakhs in the previous financial year - a growth of 13.36 %.
⢠Total Earning per share for the current year has been increased t 5.15 against t 4.55 in the previous financial year - a growth of 13.19%.
Liquidity
Our principal sources of liquidity are cash and cash equivalents, current investments and the cash flow that we generate from our operations. We continue to be debt-free and maintain sufficient cash to meet our strategic and operational requirements. We understand that liquidity in the Balance Sheet has to balance between earning adequate returns and the need to cover financial and business requirements.
Liquidity enables us to be agile and ready for meeting unforeseen strategic and business needs. Our Liquid assets stand at ^ 14065.16 Lakhs as at March 31, 2024, as against ^ 10434.92 Lakhs as on March 31, 2023. Liquid assets, include deposits with banks, cash & cash equivalent, investments in securities. As a result, risk of cash and cash equivalents is limited. The details of these investments are disclosed under the ''non-current and current investmentsâ section in the financial statements in this Annual Report.
Dividend
The Company has a consistent track record of dividend payment. Based on Companyâs performance, the Board of Directors, at its meeting held on May 29, 2024 had recommended a final dividend of ^ 0.40 (Forty paise) per equity share of ^ 2 (Rupees Two only) each (20%) for the financial year ended March 31, 2024 on the total outstanding shares 40302225 amounting to ^ 161.21 Lakhs, subject to the approval of Members at the ensuing Annual General Meeting of the Company and payable to those Shareholders whose names appear in the Register of Members and Beneficial Owners as on Tuesday, August 20, 2024.
The Company declares and pays dividend in Indian rupees. Companies are required to pay/distribute dividend after deducting applicable withholding income taxes. The remittance of dividends outside India is governed by Indian law on foreign exchange and is also subject to withholding tax at applicable rates.
In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.
The aforesaid final dividend is being paid by the Company from its profits for the respective financial year.
Loans and Investments
Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 as on March 31, 2024, are set out in Note 4, 6 and 10 to the Standalone Financial Statements of the Company. There was no guarantee given by the Company for the period under review.
Transfer to Reserves
The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.
Public Deposit
Your Company has neither accepted nor renewed any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or reenactments) thereof for the time being in force).
Share Capital
During the year under review, there was no change in the issued and subscribed capital of the Company. The paid-up Equity Share Capital of the Company as on March 31, 2024 stands at ^ 80,604,450 divided into 40,302,225 equity shares of face value of ^ 2/- each.
Confirmations
a. During the year under review, the Company has not:
(i) issued any shares, warrants, debentures, bonds, or any other convertible or non-convertible securities;
(ii) issued equity shares with differential rights as to dividend, voting or otherwise;
(iii) issued any sweat equity shares to its directors or employees;
(iv) made any change in voting rights;
(v) reduced its share capital or bought back shares;
(vi) changed the capital structure resulting from restructuring;
(vii) failed to implement any corporate action.
b. The Companyâs securities were not suspended for trading during the year.
c. The disclosure pertaining to explanation for any deviation or variation in connection with certain terms of a public issue, rights issue, preferential issue, etc. is not applicable to the Company.
Particulars of Contract/Arrangements with Related Party
All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with and materiality of Related Party Transactions and the Related Party Framework, formulated and adopted by the Company. Prior omnibus approval of the Audit Committee is obtained for related party transactions which are repetitive in nature. The transactions entered into pursuant to the omnibus
approval so granted are reviewed on a quarterly basis by the Audit Committee.
As a part of the Companyâs annual planning process, before the beginning of a financial year, details of all the transactions proposed to be executed with related parties, including the estimated amount of transactions to be executed, manner of determination of pricing and commercial terms, etc. are presented to the Audit Committee for its consideration and approval. The details of said transactions are also placed before the Board of Directors for their information. The Director, if interested in a transaction, does not participate in the discussion of the item relating to that transaction.
Further approval is sought during the year for any new transaction/modifi cation to the previously approved limits/terms of contracts with the related parties. This is followed by a quarterly review of the related party transactions by the Audit Committee.
Policy
The Companyâs Policy on dealing with and Materiality of Related Party Transactions is available on the website of the Company at https://coralhousing.in/policies.php
Review
All transactions with related parties were reviewed and approved by the Audit Committee and were in accordance with the Policy on dealing with and materiality of related party transactions.
There are no materially significant related party transactions that may have potential conflict with the interest of the Company at large.
There were no transactions of the Company with any person or entity belonging to the Promoter(s)/Promoter(s) Group which individually holds 10% or more shareholding in the Company.
All contracts/arrangements/transactions entered into by the Company during the year under review with related parties were in the ordinary course of business and on armâs length basis in terms of the provisions of the Act. Further, there are no contracts or arrangements entered into under Section 188(1) of the Act, hence no justification has been separately provided in that regard.
Statutory Disclosure
The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Note no. 41 to the Standalone Financial Statements of the Company.
The Company in terms of Regulation 23 of the Listing Regulations submits on half yearly basis the disclosures of related party transactions to the stock exchanges, in the format and timeline as specified by SEBI from time to time. The said disclosures are available on the website of
the Company at https://coralhousing.in/compliances.php. Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in Annexure [1] to this Report.
Management Discussion and Analysis Report
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Managementâs discussion and analysis report is set out in this Annual Report.
Risk Management
Pursuant to Section 134(3) (n) of the Companies Act, 2013, Company has formulated Risk Management Policy. As per Regulation 21 of the Listing Obligations and Disclosure Requirements Regulations, 2015, the Company is not required to constitute a risk management committee. At present the company has not identified any element of risk which may threaten the existence of the company.
Board policies
The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 and Securities and Exchange Board of India (SEBI) regulations are provided in Annexure [7] to the Boardâs report.
Material Changes Affecting the Company
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2023-24 and the date of this report. There has been no change in the nature of business of the Company.
2. Business description
The Company is primarily engaged in two segments viz, Construction, development & maintenance of properties and related services and Investment which includes lending and investments in capital market.
Disclosures relating to Subsidiary Company, Associates and Joint Ventures
The Company does not have any subsidiary company, associate company or joint venture as on March 31, 2024. Hence, requirement of consolidated financial statement is not applicable to the Company.
Further, pursuant to provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companyâs subsidiary in Form AOC-1 is not required to be attached.
3. Human resources management
Our employees are our most important assets. The
percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) (as required under the Companies Act, 2013) to the median of employeesâ remuneration, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is set out in Annexure [2] to this Boardâs report.
Policy on Prevention of Sexual Harassment at Workplace
The Company has formulated a Policy on Prevention of Sexual Harassment atWorkplace for prevention, prohibition and redressal of sexual harassment at workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (hereinafter referred to as "Prevention of Sexual Harassment Act"). As the Company have less than 10 nos. of employees, the company is not required to constitute Internal Complaints Committee.
Further the details / disclosure pertaining to number of complaints filed during the F.Y. 2023-24, disposed during the F.Y. 2023-24 and pending as on the end of the financial year i.e. March 31, 2024 forms part of the Corporate Governance Report.
Health, Safety and Environment
The safety excellence journey is a continuing process of the Company. The safety of the people working for and on behalf of your Company, visitors to the premises of the Company and the communities we operate in, is an integral part of business. Structured monitoring & review and a system of positive compliance reporting are in place. There is a strong focus on safety with adequate thrust on employeesâ safety.
4. Corporate Governance
Our corporate governance practices are a reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably.
The Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 17 to 27 and 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance along with the certificate from Mrs. Uma Lodha from M/s Uma Lodha & Co., Practicing Company Secretaries confirming the compliance of Corporate Governance requirements is annexed as Annexure [3] to this report.
The Company is regularly complying with Corporate
Governance practices and also uploading the information under Corporate Filing & Dissemination System (corpfiling). Your Company has also been enlisted in the new SEBI compliant redressal system (SCORES) and Online Dispute Resolution (ODR) portal enabling the investors to register their complaints, if any, for speedy redressal.
Number of the Meetings of Board
During the financial year 2023-24, 4 (four) meetings of the Board of Directors were held. The details of the meetings of the Board of Directors of the Company convened during the financial year 2023-24 are given in the Corporate Governance Report which forms part of this Annual Report.
The maximum interval between any two meetings did not exceed 120 days, as prescribed under the Act and the Listing Regulations.
Nomination and Remuneration Policy (NRC)
The NRC Committee comprises of Mrs. Sheela Kamdar (Chairperson), Mrs. Meeta Sheth (Member), Dr. Sharad Mehta (Member), Mr. Niraj Mehta (Member) and Mr. Vinay Mehta (Member - w.e.f. August 02, 2024). Mrs. Riya Shah, Company Secretary acts as Secretary to the NRC Committee.
The salient features of the Policy are set out in the Corporate Governance Report which forms part of this Annual Report.
The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Act and Regulation 19 of the Listing Regulations.
During the year under review, the Nomination and Remuneration Policy was amended to, inter alia, include the revised definition of senior management to reflect the intent of the law in letter and spirit.
The Policy is also available on the website of the Company at https://coralhousing.in/policies.php
Appointment and Remuneration of Directors and Key Managerial Personnel and particulars of employees
The appointments and remuneration paid to the Directors are in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).
The information required under Section 197 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors/employees of the Company is set out in the Annexure [2] to this report and the Nomination and Remuneration Policy is also available on the website of the Company at https:// coralhousing.in/policies.php.
Declaration from Directors
Definition of âIndependenceâ of Directors is derived from Regulation 16 of the Listing Regulations and Section 149(6) read with Schedule IV of the Companies Act, 2013. The Company has, inter alia, received the following declarations from all the Independent Directors confirming that:
1. they meet the criteria of independence as prescribed under the provisions of the Act, read with Schedule IV and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company;
2. they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act;
3. in terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Directorâs database maintained by the Indian Institute of Corporate Affairs (IICA), Manesar and have qualified the online proficiency self-assessment test or are exempted from passing the test as required in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014;
4. in terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.
In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the Listing Regulations by the Independent Directors of the Company.
None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
All members of the Board and Senior Management have affirmed compliance with the Code of Conduct for Board and Senior Management for the financial year 2023-24.
The Company had sought a certificate from the Secretarial Auditor of the Company confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed and/or
continuing as Directors by the SEBI/MCA or any other such statutory authority, enclosed as Annexure [C] to Corporate Governance Report.
Performance Evaluation
The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee or Board of Directors to formulate a process for evaluating the performance of Individual Directors, Chairman, Committees of the Board and the Board as a whole.
The parameters for the performance evaluation of the Board, inter alia, include functioning of the entire Board contribution of individual directors therein and suggesting together the improvements areas, if any etc.
The parameters for the performance evaluation of the Directors include attendance, effective participation in meetings of the Board, domain knowledge, vision, strategy, etc.
The Chairperson(s) of the respective Committees based on feedback received from the Committee members on the outcome of performance evaluation exercise of the Committee, shares a report to the Board.
The Independent Directors at their separate meeting review the performance of non-independent directors and the Board as a whole, Chairperson of the Company after considering the views of Executive Director and NonExecutive directors, the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
Based on the outcome of the performance evaluation exercise, areas have been identified for the Board to engage itself with and the same would be acted upon. The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this Annual Report.
Familiarization Program for Independent Directors
All Independent Directors are familiarised with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. The details of the training and familiarisation programme are provided in the Corporate Governance Report and is also available on the website of the Company at https://coralhousing.in/ policies.php
Directors and Key Managerial Personnel Board of Directors
I. Change in Directorate
a. During the year
During the year, at the 29th Annual General Meeting (AGM) held on July 21, 2023, the shareholders of
the Company approved the following: i) Retirement by rotation and subsequent reappointment
In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, at the 29th AGM held on July 21, 2023, Mr. Kishor Mehta, Whole-time Director and Chief Financial Officer of the Company has been re-appointed pursuant to retirement by rotation.
b. After the end of the year and up to the date of the Report
(i) Appointment of Non-Executive Independent Director of the Company
The Board of Directors at their meeting held on August 02, 2024, subject to approval of the shareholders, had approved the appointment of Mr. Vinay Mehta as the Non-Executive Independent Director of the Company for a period of 5 (five) years commencing from August 02, 2024 till August 01, 2029, not liable to retire by rotation.
Appropriate resolution for appointment of Mr. Vinay Mehta as the Non-Executive Independent Director of the Company is being placed for the approval of the shareholders of the Company at the ensuing AGM. The Board of Directors and the Nomination & Remuneration Committee of the Company recommends his appointment as the Non-Executive Independent Director of the Company. Details with respect to his experience, attributes, skills, disclosure of relationship between directors inter-se, directorships held in other companies and committee memberships, etc., as stipulated under Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings issued by ICSI, have been disclosed in the Annexure-I to the Notice of the AGM.
In the opinion of the Board of Directors, Mr. Vinay Mehta brings on board the required experience, integrity, expertise, and relevant proficiency which will add tremendous value to the Board in exercising their role effectively.
The requisite consent, declarations and eligibility confirmations under the provisions of the Act and SEBI Regulations were received from Mr. Vinay Mehta for considering his
appointment as an Independent Directors.
The brief profile of Mr. Vinay Mehta is given in Annexure-II to the Notice of AGM forming part of this Annual Report.
(ii) Retirement by rotation and subsequent reappointment
In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, Mrs. Meeta Sheth, Non-executive, Non-Independent Promoter Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible have offered herself for re-appointment.
Based on performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends her re-appointment as a Non-Executive Director of the Company, liable to retire by rotation.
The brief profile of Mrs. Meeta Sheth is given in Annexure-II to the Notice of AGM forming part of this Annual Report.
The appropriate resolution for the reappointment of Mrs. Meeta Sheth is being placed for the approval of the shareholders of the Company at the ensuing AGM. Details with respect to her experience, attributes, skills, disclosure of relationship between directors inter-se, directorships held in other companies and committee memberships, etc., as stipulated under Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings issued by ICSI, have been disclosed in the Annexure-I to the Notice of the AGM.
In accordance with the provisions of the Act read with the Rules issued thereunder, the Listing Regulations and the Articles of Association of the Company, Additional Director, Independent Directors and Managing Director of the Company are not liable to retire by rotation.
None of the Directors of the Company have resigned during the year under review.
Key Managerial Personnel
Pursuant to the provisions of Sections 2(51) and 203
of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), the following are the Key Managerial Personnel of the Company:
1. Mr. Navin Doshi: Chairman & Managing Director
2. Mr. Kishor R. Mehta: Whole-time Director & CFO
3. Mrs. Riya R. Shah: Company Secretary
During the year under review, there were no changes to the Key Managerial Personnel of the Company.
Committees of the Board
The Board of Directors has the following Statutory Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholdersâ Relationship Committee
4. Corporate Social Responsibility Committee
The Board of Directors have also constituted 3 (three) management committees, viz, Investment Committee, Shareholders Grievances Committee and Sales and Rental Committee.
A detailed note on the composition of the Board and its Committees, including its terms of reference is provided in the Corporate Governance Report. The composition and terms of reference of all the Statutory Committee(s) of the Board of Directors of the Company is in line with the provisions of the Act and Listing Regulations.
During the year, all recommendations of the Committees of the Board which were mandatorily required have been accepted by the Board.
Enhancing Shareholders Value
The Company accords top priority for creating and enhancing shareholders value. All the Companyâs operations are guided and aligned towards maximizing shareholders value.
The Company has a duly established Stakeholders Relationship Committee (SRC). The Stakeholders Relationship Committee comprises of Mrs. Sheela Kamdar (Chairperson), Mrs. Meeta Sheth (Member), Dr. Sharad Mehta (Member), Mr. Kishor Mehta (Member), Mr. Niraj Mehta (Member) and Mr. Vinay Mehta (Member - w.e.f. August 02, 2024). Mrs. Riya Shah, Company Secretary acts as Secretary to the SRC Committee.
The salient features of the Policy are set out in the Corporate Governance Report which forms part of this Annual Report.
Internal Financial Controls and their Adequacy
The Company has in place adequate internal financial controls with reference to financial statements. The Board
has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.
The Company has a duly established Audit Committee. The Audit Committee comprises of Mrs. Sheela Kamdar (Chairperson), Mrs. Meeta Sheth (Member), Dr. Sharad Mehta (Member), Mr. Kishor Mehta (Member), Mr. Niraj Mehta (Member) and Mr. Vinay Mehta (Member w.e.f. August 02, 2024). Mrs. Riya Shah, Company Secretary acts as Secretary to the Audit Committee.
The salient features of the terms of reference are set out in the Corporate Governance Report which forms part of this Annual Report.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.
The Audit Committee of the Board of Directors and the Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observation and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the internal Audit function reports to the Chairperson of the Audit Committee. The Company prepares Standalone Financial Statements in accordance with the applicable accounting standards.
Material Orders of Judicial Bodies/Regulators
During the year under review, there were no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.
Reporting of Frauds
During the year under review, none of the auditors has reported to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boardâs report.
Annual Return
The Annual Return of the Company as on 31st March, 2024 in Form MGT-7 in accordance with Section 92(3) read with Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://coralhousing.in/ shareholders-meeting.php
Compliance with Secretarial Standard
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
Listing
The Equity Shares of the Company continue to remain listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).
|
Description of Securities |
Series |
No. of Securities |
BSE Limited (Scrip Code) |
National Stock Exchange of India Limited (Symbol) |
|
Equity shares of |
EQ |
40302225 |
531556 |
CORALFINAC |
|
^ 2/- each fully |
||||
|
paid up |
The annual listing fees for the F.Y. 2023-24 has been paid to these Stock Exchanges.
Registrar and Share Transfer Agent
Link Intime India Private Limited (LIIPL) is the Registrar and Share Transfer Agent of the Company.
Unclaimed Dividend
During the year, the Company has transferred the unclaimed and un-encashed dividends of 2,00,314/- (Rupees Two Lakh Three Hundred and Fourteen only). Further, 81,000 (Eighty-one thousand) corresponding shares on which dividends were unclaimed for seven consecutive years were transferred as per the requirements of the IEPF Rules. The details of the resultant benefits arising out of shares already transferred to the IEPF, year-wise amounts of unclaimed / un-encashed dividends lying in the unpaid dividend account up to the year, and the corresponding shares, which are liable to be transferred, are provided in the "Transparency & Relationship with stakeholderâs" section of the Corporate governance report and are also available on our website, at https://coralhousing.in/ unclaimed-dividend-and-iepf.php
Directors'' Responsibility Statement
Pursuant to Section 134 of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Directors of the Company state that:
a. in the preparation of the Annual Accounts for the financial year ended March 31, 2024, the applicable Accounting Standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;
b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2024 and of the profits of the Company for the financial year ended March 31, 2024;
c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a ''going concernâ basis;
e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and
f. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.
Vigil Mechanism / Whistle Blower Policy
The Company has adopted Vigil Mechanism / Whistle Blower Policy, which was approved and adopted by the Board of Directors of the Company as per the provisions of Section 177(9) and (10) of the Act, Regulation 22 of the SEBI Listing Regulations and Regulation 9A of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The said policy provides a formal mechanism for all Directors and employees of the Company to approach Chairperson of the Audit Committee of the Company and make protective disclosures about the unethical behavior, actual or suspected fraud and violation of the Companyâs Code of Conduct and Business Ethics. Under the Policy, each Director / employee of the Company has an assured access to the Chairperson of the Audit Committee.
The Policy is displayed on the website of the Company https://coralhousing.in/policies.php
5. Auditors and Auditors'' Report
Details of Auditors Statutory Auditor
M/s. Hasmukh Shah & Co. LLP, Chartered Accountants (Firm Registration No. 103592W/ W-100028) were reappointed as the Statutory Auditors of the Company at the 28th Annual General Meeting of the Company held on August 05, 2022, to hold the office for a second term of 5 (five) years from the conclusion of 28th (twenty-eight) Annual General Meeting till the conclusion of the 33rd (thirty-third) Annual General Meeting to be held in the year 2027
M/s. Hasmukh Shah & Co. LLP has confirmed that they are not disqualified from continuing as Auditors of the Company and that they satisfy the independence criteria required under the Companies Act, 2013.
The Statutory Auditorsâ report on the Financial Statements for the financial year ended March 31, 2024, does not contain any qualification, reservation or adverse remark and is self-explanatory and unmodified and thus does not require any further clarifications / comments. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review.
The Auditorsâ Report for the financial year ended March 31, 2024 on the financial statements of the Company is a part of this Annual Report.
Secretarial Auditor
The Board of Directors of the Company, on the recommendation made by the Audit Committee, has reappointed Mrs. Uma Lodha, Proprietor of M/s Uma Lodha & Co., Practicing Company Secretaries (Certificate of Practice No. 2593, Membership No. 5363), as the Secretarial Auditors to conduct an audit of the secretarial records for the financial year 2024-25, based on the confirmation of the eligibility and consent received from Mrs. Uma Lodha. The Secretarial Auditor has confirmed that she is not disqualified to be appointed as such.
The Secretarial Audit Report received from Mrs. Uma Lodha, for the financial year 2023-24 under Section 204 of the Act read with Rules made thereunder and Regulation 24A of the Listing Regulations, is set out in Annexure [4] to this Report.
The Secretarial Compliance Report received from Mrs. Uma Lodha, for the financial year 2023-24, in relation to compliance with all applicable SEBI Regulations/Circulars/ Guidelines issued thereunder, Secretarial Standards issued by ICSI, pursuant to requirement of Regulation 24A of the Listing Regulations, is set out in Annexure [5] to this Report. The Secretarial Compliance Report has been voluntarily enclosed as good disclosure practice.
As required by Schedule V of the Listing Regulations, the Auditors Certificate on Corporate Governance received from Mrs. Uma Lodha is set out in Annexure [3] to this report.
The Secretarial Audit Report and Secretarial Compliance Report for the financial year 2023-24, does not contain any qualification, reservation, or adverse remark.
Internal Auditor
The Board of Directors at their meeting held on June 28, 2024 have appointed M/s Mansi Nishith Shah & Associates, Chartered Accountants (Firm Registration Number: 160962W) as the Internal Auditors of the Company for the Financial Year 2024-2025.
6. Corporate Social Responsibility (CSR)
During the financial year ended March 31, 2024, the Company incurred CSR Expenditure of ^ 40.00 Lakhs against ^ 38.76 Lakhs required to be spent. During the financial year 2023-24, the CSR initiatives of the
Company were under the thrust area of health care and education. The CSR Policy of the Company is available on the website of the Company at http://coralhousing. in/policies.php.
The Companyâs CSR Policy statement, composition and annual report on the CSR activities undertaken during the financial year ended March 31, 2024, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in Annexure [6] to this report.
Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo
Pursuant to Section 134(3) (m) of the Act read with Companies (Accounts) Rules, 2014 are given as under:
1. Conservation of Energy: Your Company is conscious about energy consumption and environmental issues related with it. It is continuously making sincere efforts towards conservation of energy and optimizing its usage in all aspects of operations.
2. Technology Absorption: The Company has not incurred any R & D expenditure during the year. Details related to technology absorptions are not applicable to your company during the year under review.
3. Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future, as well.
4. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange Earning and Outgo during the year under review.
7. Other Disclosures
a. No credit rating has been obtained by the Company with respect to its securities.
b. The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors;
c. Cost audit records are not required to be maintained by the Company;
d. During the year under review, there was no delay in holding the Annual General Meeting of the Company;
e. There was no revision of financial statements and Boards report of the Company during the year under review;
f. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;
g. The requirement to disclose the details of difference between amount of the valuation done at the time
of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
Appreciation & Acknowledgement
The Board of Directors would like to express their sincere thanks to the Shareholders & Investors of the Company for the trust reposed on us over the past several years. Your Directors are highly grateful for all the guidance, support,
assistance and co-operation received from the Banks, Departments of Central Government & State Governments, other Government Departments, Members, Esteemed Customers and Suppliers during the year under review. Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.
For and on behalf of the Board of Directors of Coral India Finance and Housing Limited
CIN: L67190MH1995PLC084306
Navin Doshi Kishor Mehta
Chairman & Managing Director Whole-time Director & CFO Mumbai, August 02,2024 DIN: 00232287 DIN: 00235120
Registered Office:
Dalamal House, 4th Floor,
Jamnalal Bajaj Marg, Nariman Point,
Mumbai - 400 021
Mar 31, 2018
Dear Member(s),
The Directors have pleasure in presenting the 24th Annual Report together with the Audited Financial Statement for the year ended 31stMarch 2018.
The company has adopted IND AS for the first time for its financial statements for the year ended 31st March, 2018. For all period upto and including the year ended 31st March, 2017, the Company prepared its financial statements in accordance with the accounting standards notified under the section 133 of the Companies Act 2013, read together with the Companies (Indian Accounting Standards) Rules, 2015 used for its statutory reporting requirement in India immediately before adopting IND AS. The financial statements for the year ended 31st March, 2017 and the opening Balance Sheet as at 1st April, 2016 have been restated in accordance with Ind AS for comparative information.
FINANCIAL RESULTS:
The performance during the period ended 31stMarch 2018 has been as under:
(Rupees in Lacs)
|
Particulars |
2017-18 |
2016-17 |
|
Income |
2298.39 |
1355.63 |
|
Expenditure |
600.95 |
349.23 |
|
Earnings before Tax |
1697.44 |
1006.40 |
|
Provision for Tax |
350.00 |
197.37 |
|
Provision for Deferred Tax |
(1.27) |
(2.34) |
|
Less: Income Tax Adjustments of earlier years |
- |
- |
|
Earnings after Tax |
1348.71 |
811.37 |
|
Other Comprehensive Income (net of tax) |
(1441.14) |
6044.60 |
|
Total Comprehensive Income |
(92.43) |
6855.97 |
|
Add: IND-AS Adjustment |
- |
44.16 |
|
Add: Balance Brought forward |
13495.81 |
6715.75 |
|
Less: Proposed Dividend, Tax on Dividend |
- |
120.07 |
|
Balance carried forward to Balance Sheet |
13403.38 |
13495.81 |
DIVIDEND:
Your Directors are pleased to recommend dividend for the financial year 2017-18 on the Equity Shares of the Company of face value of Rs.2.00/- each at the rate of 10% (i.e. 20 paisa per equity share of the Company).
PERFORMANCE:
During the year under review, the company posted Revenue of Rs.2298.39 Lacs as compared to previous year Rs.1355.63 Lacs. However, the earnings after tax stood at Rs. 1348.71 Lacs compared to Rs. 811.37 Lacs during the previous year.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.
DISCLOSURE IN COMPLIANCE WITH THE ACCOUNTING STANDARD ON âRELATED PARTY DISCLOSURES:
As required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchanges, the disclosure in compliance with the accounting standard on ârelated party disclosures are enclosed as a part of this report.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the M/s. Uma Lodha& Co. Practicing Company Secretaries confirming the compliance with the conditions of Corporate Governance as stipulated under (SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included as a part of this report.
The Company is regularly complying with Corporate Governance practices and also uploading the information under Corporate Filing & Dissemination System (corpfiling). Your Company has also been enlisted in the new SEBI compliant redressal system (SCORES) enabling the investors to register their complaints, if any, for speedy redressal.
LISTING WITH STOCK EXCHANGES:
The Equity Shares of the Company continues to be listed at Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The scrip code number of the Equity shares of the Company on BSE is 531556 and CORALFINAC on NSE. The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 to BSE and NSE where the Companyâs Shares are listed.
DEMATERIALIZATION:
The Equity shares of the Company can be held in dematerialized form. The Company has signed the tripartite agreement with National Securities Depository Limited and Central Depository Services (India) Limited and existing Registrar & Transfer Agent for dematerialization of existing holding of the shareholders.
The International Securities Identification Number, allotted to the Company is INE558D01021 (The ISIN number has been changed from INE558D01013 to INE558D01021 pursuant to Sub-Division of Equity Shares dated 04.08.2017). The equity shares of the Company are listed at Bombay Stock Exchange Limited and National Stock Exchange.
96.95% of the Companyâs paid up Equity Share Capital is in dematerialized form as on 31st March, 2018 and balance 3.05 % is in physical form. The Companyâs Registrars are Link Intime India Private Limited, C-101, 247 Park, L.B. S Marg, Vikhroli (West) Mumbai - 400 083.
PUBLIC DEPOSIT:
Your Company has neither accepted nor renewed any deposit within the meaning of Section 73 and other applicable provisions, if any, of the Companies Act, 2013 and the necessary rules made there under during the year ended 31st March, 2018.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The particulars of loans, guarantees and investment have been disclosed in the notes to the financial statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations and the nature of its business for the purchase of inventories, fixed assets and for the sale of goods. There is no continuing failure to correct major weaknesses in internal control system.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company is committed to good Corporate Citizenship. As a part of its corporate social responsibility, the Company continues to undertake a range of activities including preventive healthcare. The CSR policy of the Company is placed on the website of the www.coralhousing.in/investors.
During the year under review, the Company was supposed to spent Rs. 20,62,300/- on its various CSR activities whereas the Company has spent Rs.28,86,225/- during the year under review.
In accordance with the provisions of Section 135 of the Companies Act, 2013, an abstract on Companyâs CSR activities is furnished as Annexure E to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING AND OUTGO:
(A) Conservation of energy:
Considering the nature of business activities carried out by the Company, your Directors have nothing to report with regard to conservation of energy as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.
(B) Technology absorption:
The management keeps itself abreast of the technological advancements in the industry and has adopted the state of the art transaction, billing and accounting systems and also risk management solutions.
(C) Foreign exchange earnings and Outgo:
a) The foreign exchange earnings - Nil (previous year Nil).
b) The foreign exchange expenditure - Nil (previous year Nil).
STATE OF AFFAIRS:
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
( i) Changes in Directors and Key Managerial Personnel (KMP):
(a) At the Board meeting held on 05th June, 2017, your Company has appointed Mr. Kishor R. Mehta as an Additional Director (Appointed as a Director in the Annual General Meeting held on 14th September, 2017), Chief Financial Officer (CFO) and Key Management Personnel (KMP).
(b) At the Board meeting held on 25th July, 2017, your Company has appointed Mrs. Riya Shah as a Company Secretary (CS), Compliance Officer and Key Management Personnel (KMP) of the Company.
Events occurred between the end of the financial year of the Company and date of this report:
There are no material changes or commitments occurring after 31st March, 2018, which may affect the financial position of the company or may require disclosure.
DECLARATION OF INDEPENDENCE:
Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013.
BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Act and as per Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee (âNRCâ) reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.
In a separate meeting of independent Directors, performance of non-independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and non-Executive Directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your company has an effective internal control and risk - mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companyâs internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to Mr. Arvind Rajput. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.
The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observation and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the internal Audit function reports to the Chairman of the Audit Committee.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:
The information required under Section 197 of the Companies Act, 2013 read with Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in âAnnexure [C]â to this Report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) of the Companies Act, 2013, Directors of your Company hereby state and confirm that
(a) In the preparation of the Annual Accounts for the year ended 31st March 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any .The Company has adopted Ind-AS w.e.f 01st April, 2017 and the financial statements has been prepared in accordance with the Ind-AS as prescribed under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standard) Rules, 2015.
(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the Annual Accounts on a going concern basis; and
(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
COMMITTEES:
(I) Audit Committee:
The Board has constituted a well-qualified Audit Committee with majority of them are Independent Directors including Chairman. They possess sound knowledge on accounts, audit, finance, taxation, internal controls etc. Mrs. Sheela Kamdar, Director acts as Chairperson to the Audit Committee.
(a) (i) The Composition of Audit Committee comprises the following:
|
Sr. No. |
Name of the Director |
Designation in Committee |
Nature of Directorship |
|
1. |
Mrs. Sheela Kamdar |
Chairperson |
Non-Executive-Independent |
|
2. |
Dr. Sharad R. Mehta |
Member |
Non-Executive-Independent |
|
3. |
Mr. Kishor Mehta |
Member |
Non-Executive-Non-Independent |
(ii) Nomination and Remuneration Committee:
The Composition of Nomination and Remuneration Committee comprises the following:
|
Sr. No. |
Name of the Director |
Designation in Committee |
Nature of Directorship |
|
1. |
Mrs. Sheela Kamdar |
Chairperson |
Non-Executive-Independent |
|
2. |
Dr. Sharad R. Mehta |
Member |
Non-Executive-Independent |
|
3. |
Mr. Kishor Mehta |
Member |
Non-Executive-Non-Independent |
(iii) Stakeholders Relationship Committee:
The Composition of Stakeholders Relationship Committee comprises the following:
|
Sr. No. |
Name of the Director |
Designation in Committee |
Nature of Directorship |
|
1. |
Mrs. Sheela Kamdar |
Chairperson |
Non-Executive-Independent |
|
2. |
Dr. Sharad R. Mehta |
Member |
Non-Executive-Independent |
|
3. |
Mr. Kishor Mehta |
Member |
Non-Executive-Non-Independent |
(iv) Corporate Social Responsibility Committee
The Composition of Corporate Social Responsibility Committee comprises the following:
|
Sr. No. |
Name of the Director |
Designation in Committee |
Nature of Directorship |
|
1. |
Mrs. Sheela Kamdar |
Chairperson |
Non-Executive-Independent |
|
2. |
Dr. Sharad R. Mehta |
Member |
Non-Executive-Independent |
|
3. |
Mr. Kishor Mehta |
Member |
Non-Executive-Non-Independent |
AUDITORS AND AUDITORSâ REPORT:
STATUTORY AUDITORS:
The Company has appointed M/s. HASMUKH SHAH & CO. LLP Chartered Accountants, (FRN: 103592W/W-100028) at the Annual General Meeting held on 14th September, 2017 for five consecutive years commencing from the financial year 2017-18. The appointment has been made in accordance with the Section 139 of the Companies Act, 2013 and the Rules made thereunder and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
M/s Hasmukh Shah & Co. has confirmed their eligibility and qualification required under Section 139, 141and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including statutory modification(s) or re-enactment(s) thereof for the time being in force).
The Auditorsâ Report for the Financial Year ended 31st March, 2018 on the financial statements of the Company is a part of this Annual Report. The Auditorsâ Report for the financial year ended 31st March, 2018 does not contain any qualification, reservation or adverse remark.
AUDITORSâ REPORT/ SECRETARIAL AUDIT REPORT:
The Auditors have referred to certain routine matters in their report and the respective notes to the accounts are self-explanatory. As required under Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/S Uma Lodha & Co., Practicing Company Secretary to conduct the Secretarial Audit of your Company. Certain reservations and observations made in the report with regard to 100 percent of Promoters Shares are not in Demat form as on 31st March 2018, however, it has been complied in April, 2018 i.e. 100% of the Promoterâs holding is in Demat Form.
SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/S Uma Lodha& Co., Practicing Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as âAnnexure - [B]â to this Report.
EXTRACT OF THE ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rule, 2014, the Extract of Annual Return (Form No. MGT-9) as on the financial year ended on 31st March, 2018 is enclosed as âAnnexure - [A]â to the Boardâs Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND AUDIT COMMITTEES:
Your Board of Directors has duly met Five (05) times during the financial year i.e. on 23rd May, 2017, 05th June, 2017, 25th July, 2017, 03rd November, 2017 and 24th January, 2018 respectively in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minute Book maintained for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
The Audit Committee has duly met Four (04) times during the financial year i.e. on 23rdMay, 2017, 25th July, 2017, 03rd November, 2017 and 24th January, 2018 respectively in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minute Book maintained for the purpose.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for Directors and employees to report genuine concerns has been established.
The purpose of the âWhistle Blower Policyâ is to allow employees to raise concerns about unacceptable, improper or unethical practices being followed in the organization. They will be protected against any adverse action and/or discrimination as a result of such a reporting, provided it is justified and made in good faith. The Chairman of the Audit Committee has been designated for the purpose of receiving and recording any complaints under this policy.
The Vigil Mechanism Policy has been uploaded on the website of the Company at - http://www.coralhousing.in/pdf/Policies/Whistle-Blower-Policy.pdf under investors/policies /Whistle-Blower Policy link. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were in the ordinary course of the business and on armâs length basis. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.
Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-D. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company at http://www.coralhousing.in/pdf/Policies/Related-Party-Transaction-Policy.pdfunder investors/ policies /Related Party Policy link.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in âZero Toleranceâ against bribery, corruption and unethical dealings / behavior of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as âcode of business conductâ which forms an Appendix to the Code. The Code has been posted on the Companyâs websitehttp://www.coralhousing.in/pdf/Policies/Code-of-Conduct.pdfunder investors/Policies/ code of conduct
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with the Code.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:
During the year under review, there were no significant/material orders passed by the regulators.
General
a) Your Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise; and
b) Your Company does not have any ESOP scheme for its employees/Directors.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.
During the financial year 2017-18, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31st March, 2018.
ACKNOWLEDGMENT:
We take this opportunity to express our deep sense of gratitude to Securities and Exchange Board of India, BSE Limited (BSE), National Stock Exchange of India Limited (NSE), Registrar of Companies, National Securities Depository Limited, Central Depository Services (India) Limited, M/s. Link Intime India Private Limited, Bankers and other Government Agencies and shareholders for their continued support.
By Order of the Board
For Coral India Finance & Housing Limited
Sd/- Sd/-
Navin B. Doshi Kishor Mehta
Place : Mumbai Managing Director Chief Financial Officer & Director
Date : 11th June, 2018 (DIN: 00232287) (DIN: 00235120)
Sd/-
Riya Shah
Company Secretary
Mar 31, 2016
DIRECTORS''REPORT:
Dear Member(s),
The Directors have pleasure in presenting the 22nd Annual Report together with the Audited Financial Statements for the year ended 31st March, 2016.
FINANCIALRESULTS
The performance during the period ended 31st March, 2016 has been as under:
(Rupees in Lacs)
|
Particulars |
2015-16 |
2014-15 |
|
Income |
1176.00 |
1937.00 |
|
Expenditure |
390.66 |
635.95 |
|
Earnings before Tax |
785.33 |
1301.04 |
|
Provision for Tax |
153.27 |
270.00 |
|
Provision for Deferred Tax |
2.43 |
1.10 |
|
Less: Income Tax Adjustments of earlier years |
0.12 |
NIL |
|
Earnings after Tax |
634.36 |
1032.14 |
|
Less: Proposed Dividend, Tax on Dividend and Adjustment related to Fixed Assets |
120.07 |
119.03 |
|
Balance Brought forward |
6201.46 |
5288.35 |
|
Balance carried forward to Balance Sheet |
6715.75 |
6201.46 |
DIVIDEND:
Your Directors are pleased to recommend dividend forth financial year 2015-2016 on the Equity Shares of the Company of face value of Rs.10.00/- each at the rate of 10% (i.e. Re. 1/-) per equity share of the Company.
PERFORMANCE:
During the year under review, the company posted Revenue of Rs. 1176 lacs as compared to previous year Rs.1937.00 lacs. However, the earnings after-tax stood at Rs. 634.36 lacs as compared to Rs.1032.14 lacs during the previous year.
TRANSFERTO RESERVES:
Your Company does not propose to transfer any amount to the General Reserve. An amount of Rs. 514.30 lacs is proposed to be retained in the Statement of Profit and Loss.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulation 34 of the (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 entered with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.
DISCLOSURE IN COMPLIANCEWITH THE ACCOUNTING STANDARD ON âRELATED PARTY DISCLOSURESâ:
As required under Regulation 34 of the (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 with Stock Exchanges, the disclosure in compliance with the accounting standard on ârelated party disclosures are enclosed as a part of this report.
CORPORATE GOVERNANCEANDSHAREHOLDERSINFORMATION:
Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement entered into with the Stock Exchange of India for the period 1st April 2015 to 30th November 2015 and as per the relevant provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (collectively referred to as âSEBI Listing Regulations, 2015) as referred in Regulation 15(2) of the listing regulations for the period 1st December 2015 to 31st March 2016.
A report on Corporate Governance is included as a part of this Annual Report.
LISTING WITH STOCK EXCHANGES:
The Equity Shares of the Company continues to be listed at Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The scrip code number of the Equity shares of the Company on BSE is 531556 and CORALFINAC on NSE. The Company is not trading on NSE. The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to BSE and NSE where the Companyâs Shares are listed.
DEMATERIALIZATION:
The Equity shares of the Company can be held in dematerialized form. The Company has signed the tripartite agreement with National Securities Depository Limited and Central Depository Services (India) Limited and existing Registrar & Transfer Agent for dematerialization of existing holding of the shareholders.
The International Securities Identification Number, allotted to the Company is INE558D01013. The equity shares of the Company are listed at Bombay Stock Exchange Limited and National Stock Exchange.
93.41% of the companyâs paid up Equity Share Capital is in dematerialized form as on 31st March, 2016 and balance 6.59% is in physical form. The Companyâs Registrar is Link In time India Private Limited,C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup (West), Mumbai-400078.
PUBLICDEPOSIT:
Your Company has neither accepted nor renewed any deposit within the meaning of Section 73 and other applicable provisions, if any, of the Companies Act, 2013 and the necessary rules made there under during the year ended 31st March, 2016.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The particulars of loans, guarantees and investment have been disclosed in the notes to the financial statements.
INTERNALCONTROLSYSTEMSANDTHEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations and the nature of its business for the purchase of inventories, fixed assets and for the sale of goods. There is no continuing failure to correct major weaknesses in internal control system.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company is committed to good Corporate Citizenship. As a part of its corporate social responsibility, the Company continues to undertake a range of activities including preventive healthcare. The CSR policy of the Company is placed on the website of the www.coralhousing.in/investors.
During the year under review, the Company was supposed to spent Rs. 26, 93,756/- on its various CSR activities whereas the Company could only spend Rs. 10,47,301/- during the year under review. Further the Company is still in the process of identifying the right avenue for spending more on various CSR activities.
In accordance with the provisions of Section 135 of the Companies Act, 2013, an abstract on Companyâs CSR activities is furnished as Annexure to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING ANDOUTGO:
(A) Conservation of energy:
Considering the nature of business activities carried out by the Company, your Directors have nothing to report with regard to conservation of energy as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.
(B) Technology absorption:
The management keeps itself abreast of the technological advancements in the industry and has adopted the state of the art transaction, billing and accounting systems and also risk management solutions.
(C) Foreign exchange earnings and Outgo:
a) The foreign exchange earnings - Nil (previous year Nil).
b) The foreign exchange expenditure - Nil (previous year Nil).
STATEOFAFFAIRS:
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
DIRECTORS AND KEYMANAGERIAL PERSONNEL (KMP):
(i) Changes in Directors and Key Managerial Personnel (KMP):
(a) During the year under review, Mrs. Ami Shah resigned as the Director of the Company and Mrs. Sheela Kamdar was appointed as Non-Executive independent Director. At the Board meeting held on 11th February 2016, your Company has appointed Mrs. Hirali Shah as âCompany Secretary (CS)â and âKey Management Personnel (KMP)â of the Company.
(b) In accordance with the provision of Section 152(6) (a) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Navin. B. Doshi (DIN: 00232287) of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers, himself for reappointment. Your Board recommends his reappointment.
DECLARATION OF INDEPENDENCE:
Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013.
BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Act and as per Regulation 17(1) of the Listing Obligations and Disclosure Requirements Regulations, 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee (âNRCâ) reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.
In a separate meeting of independent Directors, performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.
INTERNALCONTROLSYSTEMSANDTHEIR ADEQUACY:
Your company has an effective internal control and risk - mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companyâs internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to Mr. Arvind Rajput. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.
The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observation and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the internal Audit function reports to the Chairman of the Audit Committee.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:
The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in âAnnexure [C]â to this Report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) of the Companies Act, 2013, Directors of your Company hereby state and confirm that
(a) In the preparation of the Annual Accounts for the year ended 31st March 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the Annual Accounts on ageing concern basis; and
(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
COMMITTEES:
(i) Audit Committee:
The Board has constituted a well-qualified Audit Committee with majority of them are Independent Directors including Chairperson. They possess sound knowledge on accounts, audit, finance, taxation, internal controls etc. Mrs. Sheela Kamdar, Director acts as Chairperson to the Audit Committee.
The Composition of Audit Committee comprises the following:
|
Sr. No. |
Name of the Director |
Designation in Committee |
Nature of Directorship |
|
1. |
Mrs. Sheela Kamdar |
Chairperson |
Non-Executive (Independent) |
|
2. |
Dr. Sharad R. Mehta |
Member |
Non-Executive (Independent) |
|
3. |
Mr. Sachin Doshi |
Member |
Non-Executive |
(ii) Nomination and Remuneration Committee:
The Composition of Nomination and Remuneration Committee comprises the following:
|
Sr. No. |
Name of the Director |
Designation in Committee |
Nature of Directorship |
|
1. |
Mrs. Sheela Kamdar |
Chairperson |
Non-Executive (Independent) |
|
2. |
Dr. Sharad R. Mehta |
Member |
Non-Executive (Independent) |
|
3. |
Mr. Sachin Doshi |
Member |
Non-Executive |
(iii) Stakeholders Relationship Committee:
The Composition of Stakeholders Relationship Committee comprises the following:
|
Sr. No. |
Name of the Director |
Designation in Committee |
Nature of Directorship |
|
1. |
Mrs. Sheela Kamdar |
Chairperson |
Non-Executive (Independent) |
|
2. |
Dr. Sharad R. Mehta |
Member |
Non-Executive (Independent) |
|
3. |
Mr. Sachin Doshi |
Member |
Non-Executive |
AUDITORSANDAUDITORSâ REPORT: STATUTORYAUDITORS:
M/s. M. A. Parekh & Associates, Chartered Accountants, having (Registration number 121973W), Mumbai, the Statutory Auditors of the Company hold the office up to the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment for the financial year 2016-2017. Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued there under.
As required under Regulation 18 read with Part C of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee and the Board of Directors recommend the appointment of M/s. M. A. Parekh & Associates, Chartered Accountants, as the Auditors of your Company for the financial year 2016-17 till the conclusion of the next AGM. The Auditorsâ Report for the financial year 2015-16, does not contain any qualification, reservation or adverse remark.
AUDITORSâREPORT/SECRETARIALAUDITREPORT:
The Auditors have referred to certain routine matters in their report and the respective notes to the accounts are self-explanatory.
As required under Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/S Uma Lodha & Co., Practicing Company Secretary to conduct the Secretarial Audit of your Company. Certain reservations and observations made in the report with regard to 100 percent of Promoters Shares are not in Demat form. The Company has already initiated the process of demoting the balance physical holding of Promoterâs Shares. However, the Company would ensure in future that all the provisions are complied with to the fullest extent.
SECRETARIALAUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/S Uma Lodha & Co., Practicing Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as âAnnexure- [B]â to this Report.
EXTRACT OFTHEANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rule, 2014, the Extract of Annual Return (Form No. MGT-9) as on the financial year ended on 31st March, 2016 is enclosed as âAnnexure - [A]â to the Directorsâ Report.
NUMBER OF MEETINGS OFTHE BOARD OF DIRECTORS AND AUDIT COMMITTEES:
Your Board of Directors has duly met Six (06) times during the financial year i.e. on 27th May, 2015, 28th July, 2015, 30th September, 2015, 09th October, 2015, 03rd November, 2015 and 11th February, 2016 respectively in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
The Audit Committee has duly met Six (6) times during the financial year i.e. on 27th May, 2015,28th July, 2015,30th September, 2015, 09th October, 2015, 03rd November, 2015 and 11th February, 2016 respectively in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained forthe purpose.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for Directors and employees to report genuine concerns has been established.
The purpose of the âWhistle Blower Policyâ is to allow employees to raise concerns about unacceptable, improper or unethical practices being followed in the organization. They will be protected against any adverse action and/or discrimination as a result of such a reporting, provided it is justified and made in good faith. The Chairperson of the Audit Committee has been designated for the purpose of receiving and recording any complaints under this policy.
The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.coralhousing.in/pdf/Policies/Whistle-Blower-Policy.pdf
RELATED PARTYTRANSACTIONS:
All related party transactions that were entered into during the financial year were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.
Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-D. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company at http://www.coralhousing.in/pdf/Policies/Related-Party-Transaction-Policy.pdf
CODEOF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in âZero Toleranceâ against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as âcode of business conductâ which forms an Appendix to the Code. The Code has been posted on the Companyâs website http://www.coralhousing.in/pdf/Policies/Code-of-Conduct.pdf
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.
RISK MANAGEMENT:
Pursuant to Section 134(3)(n) of the Companies Act, 2013 & Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to constitute a business risk management committee. Hence it is not applicable to the company for the year under review.
At present the company has not identified any element of risk which may threaten the existence of the company. PREVENTIONOFINSIDERTRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with the Code.
SIGNIFICANT/MATERIAL ORDERS PASSED BYTHE REGULATORS:
Subsequent to the cancellation of the certificate of registration, granted to the company to carry business as Non-Banking Financial Institution (NBFC), has during the year surrendered the original certificate to Reserve Bank of India on 30th July 2015.
General
a) Your Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise; and
b) Your Company does not have any ESOP scheme for its employees/Directors.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.
During the financial year 2015-16 the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31 March, 2016.
ACKNOWLEDGMENT:
We take this opportunity to express our deep sense of gratitude to Securities and Exchange Board of India, BSE Limited (BSE), National Stock Exchange of India Limited (NSE), Registrar of Companies, National Securities Depository Limited, Central Depository Services (India) Limited, M/s. Link In time India Private Limited, Bankers, Government Agencies and shareholders for their continued support.
By Order of the Board
For Coral India Finance & Housing Limited
sd/- sd/-
Navin B. Doshi Sachin N. Doshi
Managing Director Director & Chief Financial Officer
(DIN : 00232287) (DIN : 00259986)
Place : Mumbai
Date : 10th August, 2016
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 21 st Annual Report
together with the Audited Statement of Accounts for the year ended 31
st March, 2015.
1. FINANCIAL RESULTS
The performance during the period ended 31st March, 2015 has been as
under:
(Rupees in Lacs)
Particulars 2014-15 2013-14
Income 1937.00 1368.51
Expenditure 635.95 528.94
Earning before Tax 1301.04 839.57
Provision for Tax 270.00 166.00
Provision for Deferred Tax 1.10 0.36
Less: Income Tax Adjustments of earlier years NIL 4.95
Earnings after Tax 1032.14 668.25
Less: Proposed Dividend, Tax on Dividend
and Adjustment related to Fixed Assets 119.03 116.71
Balance Brought forward 5288.35 4736.81
Balance carried forward to Balance Sheet 6201.46 5288.35
DIVIDEND:
Your Directors are pleased to recommend dividend for the financial year
2014-2015 on the Equity Shares of the Company of face value of
Rs.10.00/- each at the rate of Re.1/- (i.e. 10%) per equity share of
the Company.
PERFORMANCE:
During the year under review, the company posted Revenue of Rs. 1937.00
lacs as compared to previous year Rs.1368.51 lacs. However, the
earnings aftertax stood at Rs.1032.14 lacs as compared to Rs. 668.25
lacs during the previous year.
TRANSFER TO RESERVES:
Your Company does not propose to transfer any amount to the General
Reserve. An amount of Rs. 913.11 Lacs is proposed to be retained in the
Statement of Profit and Loss.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Clause 49 of the Listing Agreements with Stock
Exchanges, the Management Discussion and Analysis Report is enclosed as
a part of this report.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your Company has taken adequate steps to adhere to all the stipulations
laid down in Clause 49 of the Listing Agreement. A report on Corporate
Governance is included as a part of this Annual Report. Certificate
from the M/s. Uma Lodha & Co. Practicing Company Secretaries
confirming the compliance with the conditions of Corporate Governance
as stipulated under Clause 49 of the Listing Agreement is included as a
part of this report.
LISTING WITH STOCK EXCHANGES:
The Equity Shares of the Company continues to be listed at Bombay Stock
Exchange (BSE) and National Stock Exchange (NSE). The scrip code number
of the Equity shares of the Company on BSE is 531556 and CORALFINAC on
NSE. The trading in the Securities of the Company has been resumed in
"T" group. The Company is not trading on NSE. The Company confirms
that it has paid the Annual Listing Fees for the year 2015-16 to BSE
where the Company's Shares are listed.
DEMATERIALIZATION:
The Equity shares of the Company can be held in dematerialized form.
The Company has signed the tripartite agreement with National
Securities Depository Limited and Central Depository Services (India)
Limited and existing Registrar & Transfer Agent for dematerialization
of existing holding of the shareholders.
The International Securities Identification Number, allotted to the
Company is INE558D01013. The equity shares of the Company are listed at
Bombay Stock Exchange Limited and National Stock Exchange.
89.77% of the company's paid up Equity Share Capital is in
dematerialized form as on 31 st March, 2015 and balance 10.23% is in
physical form. The Company's Registrars are Link Intime India Private
Limited,C-13, Pannalal Silk Mills Compound, L. B. S. Marg, Bhandup
(West), Mumbai - 400 078.
PUBLIC DEPOSIT:
Your Company has neither accepted nor renewed any deposit within the
meaning of Section 73 and other applicable provisions, if any, of the
Companies Act, 2013 and the necessary rules made there under during the
year ended 31 st March, 2015.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The particulars of loans, guarantees and investment have been disclosed
in the notes to the financial statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations and the nature of its business
for the purchase of inventories, fixed assets and for the sale of
goods. There is no continuing failure to correct major weaknesses in
internal control system.
CORPORATE SOCIAL RESPONSIBILITY(CSR):
During the financial Year 2014-2015, the Company has not made any
contribution to Corporate Social Responsibility as the Company was
identifying the right avenue. The Company has as on the date of signing
the report initiated the policy of contributing towards Corporate
Social Responsibility.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO:
(A) Conservation of energy:
Considering the nature of business activities carried out by the
Company, your Directors have nothing to report with regard to
conservation of energy as required under the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988.
(B) Technology absorption:
The management keeps itself abreast of the technological advancements
in the industry and has adopted the state of the art transaction,
billing and accounting systems and also risk management solutions.
(C) Foreign exchange earnings and Outgo:
a) The foreign exchange earnings - Nil (previous year Nil).
b) The foreign exchange expenditure-Nil (previous year Nil).
STATE OF AFFAIRS:
During the year under review, your Company enjoyed cordial relationship
with workers and employees at all levels.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
(i) Changes in Directors and Key Managerial Personnel (KMP):
(a) At the Board meeting held on 28th January 2015, your Company has
appointed Mr. Sachin N. Doshi as 'Chief Financial Officer (CFO)'
and 'Key Management Personnel (KMP)' and Ms. Manorama A. Yadav as
Company Secretary (CS)'and 'Key Management Personnel (KMP)'of the
Company.
(b) In accordance with the provision of Section 152(6) (a) of the
Companies Act, 2013 and the Articles of Association of the Company, Mr.
Sachin N. Doshi (DIN: 00259986) of the Company retires by rotation at
the ensuing Annual General Meeting and being eligible, offers, himself
for reappointment. Your Board recommends his re-appointment.
(c) Confirmation of Appointment:
Pursuant to the provisions of the section 161(1) of the Companies Act,
2013 read with the Articles of Association of the company, Mrs. Sheela
Kamdar(DIN: 06948522) is appointed as Additional Director and she shall
hold office only up to the date of this Annual General Meeting and
being eligible offer herself for appointment as an Independent
Director.
(d) Appointment of Independent Directors:
Pursuant to Section 149 and other applicable provisions of the
Companies Act, 2013, your Directors are seeking appointment of Mrs.
Sheela R. Kamdar (DIN: 06948522) as Independent Directors for five
consecutive years starting from 14th September, 2015. Details of the
proposal for appointment of Mrs. Sheela R. Kamdar (DIN: 06948522) is
mentioned in the Explanatory Statement under Section 102 of the
Companies Act, 2013 of the Notice of the Annual General Meeting.
(ii) Appointment of Independent Director:
(a) At the Annual General Meeting of the members of the Company held on
26th September, 2014, your Company has appointed the following persons
as the Independent Directors of the Company: '
Sr. Name of the Director DIN Designation
No
1. Dr. Sharad R. Mehta 02555772 Independent Director
2. Ms. Ami M. Shah 02533591 Independent Director
Name of the Director Date of Appointment as on Independent
Director
Mr. Sharad R. Metha 26th September, 2014
Ms. Ami M. Shah 26th September, 2014
DECLARATION OF INDEPENDENCE:
Your Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as
prescribed under the provisions of Companies Act, 2013 read with the
Schedules and Rules issued there under as well as Clause 49 of the
Listing Agreement.
BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual Directors pursuant to the
provisions of the Act and the Corporate Governance Requirements as
prescribed by Securities and Exchange Board of India ("SEBI") under
Clause 49 of the Listing Agreements ("Clause 49").
The performance of the Board was evaluated by the Board after seeking
inputs from all the Directors on the ba»is of the criteria such as the
Board composition and structure, effectiveness of board processes,
information and functioning, etc:.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual Directors on the basis of
the criteria such as the contribution of the individual Director to the
Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings etc.
In a separate meeting of independent Directors, performance of
non-independent Directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive Directors and non-executive Directors. The same was
discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its
committees and individual Directors was also discussed.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND PARTICULARS OF EMPLOYEES:
In accordance with Section 178 and other applicable provisions if any,
of the Companies Act, 2013 read with the Rules issued there under and
Clause 49 of the Listing Agreement, the Board of Directors at their
meeting held on 11th AUGUST 2014 formulated the Nomination and
Remuneration Policy of your Company on the recommendations of the
Nomination and Remuneration Committee. The salient aspects covered in
the Nomination and Remuneration Policy, covering the policy on
appointment and remuneration of Directors and other matters have been
outlined in the Corporate Governance Report which forms part of this
Report.
The information required under Section 197 of the Companies Act, 2013
read with Companies Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of Directors/ employees of your
Company is set out in "Annexure [C]" to this Report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3) (c) of the Companies Act, 2013, Directors of
your Company hereby state and confirm that
(a) In the preparation of the annual accounts for the year ended 31 st
March 2015, the applicable accounting standards had been followed along
with proper explanation relating to material departures;
(b) The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the annual accounts on a going concern
basis; and
(e) The Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
COMMITTEES:
(i) Audit Committee:
The Board has constituted a well-qualified Audit Committee with
majority of them are Independent Directors including Chairman. They
possess sound knowledge on accounts, audit, finance, taxation, internal
controls etc. Ms. Ami M. Shah, Director acts as Chairperson to the
Audit committee.
(a) (i) TheCompositionofAuditCommitteecomprisesthefollowing:
Sr. Name of the Director Designation in Committee Nature of
No Directorship
1. Ms. Ami M. Shah Chairperson Non-Executive
(Independent)
2. Dr. Sharad R. Mehta Member Non-Executive
(Independent)
3. Mr. Sachin N. Doshi Member Non-Executive
(ii) Nomination and Remuneration Committee:
The Composition of Nomination and Remuneration Committee comprises the
following:
Sr. Name of the Director Designation in Committee Nature of
No Directorship
1. Ms. Ami M. Shah Chairperson Non-Executive
(Independent)
2. Dr. Sharad R. Mehta Member Non-Executive
(Independent)
3. Mr. Sachin N. Doshi Member Non-Executive
(iii) Stakeholders Relationship Committee:
The Composition of Stakeholders Relationship Committee comprises of
thefollowing:
Sr. Name of the Director Designation in Committee Nature of
No Directorship
1. Ms. Ami M. Shah Chairperson Non-Executive
(Independent)
2. Dr, Sharad R. Mehta Member Non-Executive
(Independent)
3. Mr. Sachin N. Doshi Member Non-Executive
AUDITORS AND AUDITORS' REPORT:
STATUTORY AUDITORS:
M/s. M. A. Parekh & Associates, Chartered Accountants, having
(Registration number 121973W), Mumbai, the Statutory Auditors of the
Company hold the office up to the conclusion of the ensuing Annual
General Meeting and being eligible offers themselves for re-appointment
for the financial year 2015-2016. Your Company has received written
consent and a certificate stating that they satisfy the criteria
provided under Section 141 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014 and that the appointment, if
made, shall be in accordance with the applicable provisions of the
Companies Act, 2013 and rules issued there under.
As required under Clause 49 of the Listing Agreement, The Audit
Committee and the Board of Directors recommend the appointment of M/s.
M. A. Parekh & Associates, Chartered Accountants, as the Auditors of
your Company-for the financial year 2015- 16 till the conclusion of the
next AGM. The Auditors' Report for the financial year 2014-15, does
not contain any qualification, reservation or adverse remark.
AUDITORS' REPORT/ SECRETARIAL AUDIT REPORT:
The Auditors have referred to certain routine matters in their report
and the respective notes to the accounts are self-explanatory.
As required under Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, your Company has appointed M/S Uma Lodha & Co., Practicing
Company Secretary to conduct the Secretarial Audit of your Company.
Certain reservations and observations made in the report with regard to
non- appointment of internal Auditor. The Company is still looking for
the right professional and that 100 percent of Promoter's Shares are
not in Demat form. The Company has already initiated the process of
demating the balance physical holding of Promoter's Shares. However,
the Company would ensure in future that all the provisions are complied
with to the fullest extent.
SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Company has appointed M/S Uma Lodha & Co.,
Practicing Company Secretary to conduct the Secretarial Audit of your
Company. The Secretarial Audit Report is annexed herewith as
"Annexure- [B]" to this Report.
EXTRACT OF THE ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of
the Companies (Management and Administration) Rule, 2014, the Extract
of Annual Return (Form No. MGT-9) as on the financial year ended on
31st March, 2015 is enclosed as "Annexure- [A]" to the Directors'
Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND AUDIT COMMITTEES:
Your Board of Directors has duly met four (4) times during the
financial year i.e. on 30th May 2014, 11th August 2014, 31st October
2014 and 28th January 2015 respectively in respect of which proper
notices were given and the proceedings were properly recorded and
signed in the Minute Book maintained for the purpose. The intervening
gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
The Audit Committee has duly met five (5) times during the financial
year. i.e. on 30th May 2014,11th August 2014,31st October 2014,2nd
January, 2015 and 28th January 2015 respectively in respect of which
proper notices were given and the proceedings were properly recorded
and signed in the Minute Book maintained for the purpose.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for Directors and employees to report
genuine concerns has been established.
The purpose of the "Whistle Blower Policy" is to allow employees to
raise concerns about unacceptable, improper or unethical practices
being followed in the organization. They will be protected against any
adverse action and/or discrimination as a result of such a reporting,
provided it is justified and made in good faith. The Chairman of the
Audit Committee has been designated for the purpose of receiving and
recording any complaints under this policy.
The Vigil Mechanism Policy has been uploaded on the website of the
Company at http://www.coralhousing.in/pdf/ Policies/
Whistle-Blower-Policy.pdf under investors/policies/Whistle-Blower
Policy link.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were in the ordinary course of the business. There are
no materially significant related party transactions made by the
company with Promoters, Key Managerial Personnel or other designated
persons which may have potential conflict with interest of the company
at large.
Transactions with related parties entered by the Company in the normal
course of business are periodically placed before the Audit Committee
for its omnibus approval and the particulars of contracts entered
during the year as per Form AOC-2 is enclosed as Annexure-D. The Board
of Directors of the Company has, on the recommendation of the Audit
Committee, adopted a policy to regulate transactions between the
Company and its Related Parties, in compliance with the applicable
provisions of the Companies Act 2013, the Rules there under and the
Listing Agreement. This Policy was considered and approved by the Board
has been uploaded on the website of the Company at
http://www.coralhousing.in/pdf/Policies/Related-Party-
Transaction-Policy.pdf under investors/ policies /Related Party Policy
link.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The Company believes
in "Zero Tolerance" against bribery, corruption and unethical
dealings / behaviors of any form and the Board has laid down the
directives to counter such acts. The code laid down by the Board is
known as "code of business conduct" which forms an Appendix to the
Code. The Code has been posted on the Company's website
http://www.coralhousing.in/pdf/Policies/Code-of-Conduct.pdf under
investors/Policies/ code of conduct The Code lays down the standard
procedure of business conduct which is expected to be followed by the
Directors and the designated employees in their business dealings and
in particular on matters relating to integrity in the work place, in
business practices and in dealing with stakeholders. The Code gives
guidance through examples on the expected behavior from an employee in
a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code. All Management Staff were given
appropriate training in this regard.
RISK MANAGEMENT:
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49
of the listing agreement, the Company has constituted a business risk
management committee. The details of the committee and its terms of
reference are set out in the corporate governance report forming part
of the Boards report.
At present the company has not identified any element of risk which may
threaten the existence of the company.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code.
All Board of Directors and ihe designated employees have confirmed
compliance with the Code.
SIGNIFICANT/MATERIALORDERS PASSED BYTHE REGULATORS:
During the year under review, the certificate of registration, granted
to the company to carry business as Non-Banking Financial Institution
(NBFI), has been cancelled by the Reserve Bank of India w.e.f. 26th
August 2014
General
a) Your Company has not issued Equity Shares with differential rights
as to dividend, voting or otherwise; and
b) Your Company does not have any ESOP scheme for its
employees/Directors.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND
REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy against sexual harassment in line with the
provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules framed thereunder.
During the financial year 2014-15, the company has not received any
complaints on sexual harassment and hence no complaints remain pending
as of 31 March, 2015.
ACKNOWLEDGMENT: -
We take this opportunity to express our deep sense of gratitude to
Securities and Exchange Board of India, Bombay Stock Exchange Limited
(BSE), National Stock Exchange of India Limited (NSE), Registrar of
Companies, National Securities Depository Limited, Central Depository
Services (India) Limited, M/s. Link Intime India Private Limited,
Bankers and other Government Agencies for their continued support.
By Order of the Board
For Coral India Finance & Housing Limited
sd/- sd/-
Navin B. Doshi Sachin N. Doshi
Managing Director Director & Chief Financial
Officer
Place: Mumbai
Date: 28th July, 2015
Mar 31, 2014
Dear Members,
The directors are pleased to present their Twentieth Annual Report and
Audited Statement of Accounts for the year ended 31st March, 2014.
1. FINANCIAL SCORE BOARD (Rupees in Lacs)
Particulars 2013-14 2012-13
Income 1368.51 3237.92
Expenditure 528.94 1337.55
Earning before Tax 839.57 1900.02
Provision for Tax 166.00 380.00
Provision for Deferred Tax 0.36 0.06
Less: Income Tax Adjustments of earlier years4.95 (4.74)
Earnings after Tax 668.25 1524.70
Less: Proposed Dividend and Tax on Dividend116.71 -
Balance Brought forward 4736.81 3212.11
Balance carried forward to Balance Sheet 5288.35 4736.81
DIVIDEND
The Board of Directors have recommended dividend of 10%, i.e., Rs.
1.00/-fully paid per equity share of Rs. 10/-each for the financial
year2013-14.
PERFORMANCE:
During the year under review, the company posted Revenue of Rs.1368.51
lacs as compared to previous year Rs. 3237.92 lacs. Earnings after tax
stood at Rs. 668.25 lacs as compared to Rs. 1524.70 lacs during the
previous year.
DIRECTORS:
In accordance with Section 152 and other applicable provisions of
Companies Act, 2013 Mr. Navin B. Doshi (DIN: 00232287), who retires by
rotation and being eligible offers himself for re-appointment. Your
Directors recommend their re-appointment. it is proposed to appoint Dr.
Sharad R. Mehta (DIN: 02555772) and Ms. Ami M. Shah (DIN: 02533591) as
Independent Directors of the Company for a consecutive term offive
years from this Annual General Meeting.
Brief resumes of Directors, nature of experience and the names of the
Companies in which they hold directorship and the
membership/chairmanship of the Board/ Committees , as stipulated under
Clause 49 of the listing Agreement with the stock Exchange are provided
in the report on Corporate Governance forming part of the Annual
Report.
Based on the confirmations received, none of the Directors are
disqualified for appointment under Section 274(1)(g) of the Companies
Act, 1956 and Section 164(2) of Companies Act, 2013.
DIRECTORS''RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
a) in the preparation of the annual accounts, applicable accounting
standards have been followed and proper explainations relating to
material departures, if any have been furnished.
b) the estimates are made so as to give true and fair view of the
statement of affairs of the Company at the end of the financial year.
c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
d) the Directors had prepared the annual accounts on a going concern
basis.
PARTICULARS AS PER SECTION 217(2A) OFTHE COMPANIES ACT, 1956
The information as required under section 217(2A) of the Companies Act,
1956 as amended, read with the Companies (Particulars of Employees)
Rules, 1975 and forming part of the Directors Report is not applicable
as there are no employees who are in receipt of Rs 60,00,000/- or more
per annum if employed throughout the year under review or Rs 5,00,000/-
or more per month if employed for the part of the year under review.
CORPORATE GOVERNANCE
The Companies Act, 2013 & the listing agreement with the Stock
exchanges require compliances with specified Corporate Governance
practices. These practices have been fully implemented and a
certificate from the Practicing Company Secretary as well as a detailed
report on Corporate Governance, approved by the Board of Directors of
the Company is set out in the Annual Report.
MANAGEMENT''S DISCUSSIONANDANALYSISREPORT
In accordance with Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion & Analysis Report is attached as part
ofthis Annual Report.
FIXEDDEPOSITS
Your Company has not accepted any deposits from the Public during the
year under review.
AUDITORS
M/s. M. A. Parekh & Associates, Chartered Accountants and Statutory
Auditors will retire at the ensuing Annual General Meeting and being
eligible offer themselves for re-appointment. Members are requested to
consider their re-appointment at a remuneration to be decided by the
Board of Directors for the financial year.
AUDITORS OBSERVATIONS
The Auditors have referred to certain routine matters in their report
and the respective notes to the accounts are self-explanatory.
CONSERVATION OFENERGYANDTECHNOLOGYABSORPTION
The Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules 1988 require disclosure of particulars regarding
conservation of energy in Form A and Technology Absorption in Form B
prescribed by the rules. The Company not being a manufacturing Company
is advised that Form A and Bare not applicable to it.
FOREIGN EXCHANGE EARNINGS & EXPENDITURE
During the year ended 31st March, 2014 there was no income &
expenditure in Foreign Exchange.
TAXPROVISIONS
The Company has made adequate tax provisions under the provisions of
Income Tax Act, 1961.
LISTING
The Equity Shares of the Company continues to be listed at Bombay Stock
Exchange and National Stock Exchange. The scrip code number of the
Equity shares of the Company on BSE is 531556 and CORALFINACon NSE. The
trading in the Securities of the Company has been resumed in "T"
group. The Company is not Trading on NSE.
DEMATERIALIZATION
The Equity shares of the Company can be held in dematerialized form.
The Company has signed the tripartite agreement with National
Securities Depository Limited and Central Depository Services (India)
Limited and existing Registrar & Transfer Agent for dematerialization
of existing holding of the shareholders.
The International Securities Identification Number, allotted to the
Company is INE 558D01013. The equity shares of the Company are listed
on Bombay Stock Exchange Limited and National Stock Exchange Limited
HUMANRESOURCES
Your Directors acknowledge and appreciate the sincere efforts and
effective services rendered by the committed officers and staff of the
company.
INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL), ACT, 2013.
In compliance with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, your
Company has formed a Committee to look into such cases as and when they
arise.
During the period under review, no cases were filed with the Committee.
WHISTLE BLOWER POLICY
As per the provision of Section 177(9) of the Companies Act, 2013 the
listed Company shall established a vigil mechanism for directors and
employees. The vigil mechanism shall also provide for adequate
safeguards against victimization of persons who use such mechanism and
make provision for direct access to the chairperson of the Audit
Committee in appropriate or exceptional cases. However such mechanism
has been disclosed by the Company on its website.
The purpose of the Whistleblower Policy is to allow employees to raise
concerns about unacceptable, improper or unethical practices being
followed in the organization. They will be protected against any
adverse action and/or discrimination as a result of such a reporting,
provided it is justified and made in good faith. The Chairman of the
Audit Committee has been designated for the purpose of receiving and
recording any complaints under this policy.
ACKNOWLEDGEMENT
Your Directors wish to thank all stakeholders and business partners,
your Company''s bankers, financial institutions and business associates
for their continued support and valuable co-operation. The Directors
also wish to express their gratitude to investors for the faith that
they continue to repose in the Company.
By Order of the Board
For Coral India Finance & Housing Limited
sd/-
Place: Mumbai NAVIN B. DOSHI
Date : 30th May, 2014 Chairman & Managing Director
Mar 31, 2013
Dear Members,
The directors are pleased to present their Nineteenth Annual Report
and Audited Statement of Accounts for the year ended 31 st March, 2013.
1. FINANCIAL PERFORMANCE
(Rupees in Lacs)
Particulars 2012-13 2011-12
Income 3237.92 4215.84
Expenditure 1337.55 2954.20
Earning before Tax 1900.02 1261.64
Provision for Tax 380.00 260.00
Provision for Deferred Tax 0.06 0.24
Less: Income Tax Adjustments
of earlier years (4.74) (0.13)
Earnings after Tax 1524.70 1001.27
Balance Brought forward 3212.11 2210.84
Balance carried forward to Balance Sheet 4736.81 3212.11
2. DIVIDEND
In order to conserve the financial resources of the Company for future,
the Board of Directors do not recommend payment of any Dividend.
4. DIRECTORS
In accordance with provisions of the Companies Act 1956 and the
Company''s Articles of the Association, Ms. Ami M. Shah who retires by
rotation and being eligible offers herself for re-appointment.
5. DIRECTORS''RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
a) in the preparation of the annual accounts, applicable accounting
standards have been followed.
b) the estimates are made so as to give true and fair view of the
statement of affairs of the Company at the end of the financial year.
c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
d) the Directors had prepared the annual accounts on a going concern
basis.
6. PARTICULARS OF EMPLOYEES
Information as per section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 as amended is not
applicable to your Company.
7. FIXED DEPOSITS
Your Company has not accepted any deposits from the Public during the
year under review.
8. AUDITORS
The shareholders of the company are requested to re-appoint the
retiring Auditors M/s. M. A. Parekh & Associates, Chartered
Accountants, the retiring Auditors, who have furnished the requisite
certificate u/s 224(1 B) of the Companies Act, 1956 and therefore
eligible for re-appointment as Auditors of the company.
9. CORPORATE GOVERNANCE
The report on Corporate Governance and the Auditors'' certificate on
compliance with the conditions of corporate governance under Clause 49
of the Listing Agreement is annexed to this report.
10. APPRECIATION
Your Director wish to place a record for their sincere appreciation and
thanks for the excellent co-operation and support received from the
companies Bankers, Business Associates, Suppliers, Consultant,
Customers, Contractors and Shareholders at large, and look forward the
same in a greater level in the ensuing years.
For and on behalf of the board of Directors
Place: Mumbai NAVINCHANDRA B. DOSHI
Date: 30th May, 2013 CHAIRMAN
Mar 31, 2012
The directors are pleased to present their Eighteenth Annual Report
and Audited Statement of Accounts for the year ended 31st March, 2012
1. Financial Performance (Rs.in Lacs)
2011-12 2010-11
Income 4,215.84 1,684.23
Expenditure 2,954.20 930.86
Earning before Tax 1,261.64 753.37
Provision for Tax 260.00 154.00
Provision for Deferred Tax 0.24 1.68
Income Tax Adjustments of earlier years (0.13) (4.27)
Earnings after Tax 1001.27 593.42
Balance Brought forward 2,210.84 1,617.41
Balance carried forward to Balance Sheet 3,212.11 2,210.84
*Previous year figures have been regrouped in view of the Revised
Schedule VI.
3. DIVIDEND
In order to conserve the financial resources of the company for future,
the Board of Directors do not recommend payment of any dividend.
4. DIRECTORS
In accordance with provisions of the Companies Act 1956 and the
Company's Articles of the Association, Mr. Sachin N. Doshi who
retires by rotation and being eligible offers himself for
re-appointment.
5. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000
the Directors confirm that:
a) in the preparation of the annual accounts, applicable accounting
standards have been followed.
b) the estimates are made so as to give true and fair view of the
statement of affairs of the Company at the end of the financial year.
c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
d) the Directors had prepared the annual accounts on a going concern
basis.
6. PARTICULARS OF EMPLOYEES
Information as per section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules,1975 as amended is not
applicable to your Company.
7. FIXED DEPOSITS
Your Company has not accepted any deposits from the Public during the
year under review.
8. AUDITORS
The shareholders of the company are requested to re-appoint the
retiring Auditors M/s. M. A. Parekh & Associates, Chartered
Accountants, the retiring Auditors, who have furnished the requisite
certificate u/s 224(1B) of the Companies Act, 1956 and therefore
eligible for re-appointment as Auditors of the company.
9. CORPORATE GOVERNANCE
The report on Corporate Governance and the Auditors' certificate on
compliance with the conditions of corporate governance under Clause 49
of the Listing Agreement is annexed to this report.
10. APPRECIATION
Your Director wish to place a record for their sincere appreciation and
thanks for the excellent co-operation and support received from the
Company's Bankers, Business Associates, Suppliers, Consultant,
Customers, Contractors and Shareholders at large, and look forward the
same in a greater level in the ensuing years.
For and on behalf of the board of Directors
NAVINCHANDRA B. DOSHI
CHAIRMAN
Place: Mumbai Date: 14th August, 2012
Mar 31, 2010
The directors are pleased to present their Sixteenth Annual Report and
Audited Statement of Accounts for the year ended 31st March, 2010.
1. FINANCIAL PERFORMANCE
Rupees in Lacs
2009-10 2008-09
Income 431.29 245.64
Expenditure 130.30 110.99
Earning before Tax 300.99 134.65
Provision for Tax 5.00 13.00
Provision for Deferred Tax (2.12) 2.39
Provision for Fringe Benefit Tax - 1.50
Earnings after Tax 253.12 117.76
Add: Income Tax Adjustments
of earlier years - -
Balance Brought forward 1364.29 1246.52
Balance carried forward to Balance Sheet 1617.41 1364.29
2. MANAGEMENT DISCUSSION AND ANALYSIs
(a) Industry Structure and Development: With overall economic scenario
looking positive, the company is trying to maximize it performance for
earning a better value for its shareholders.
(b) Segment-wise operational performance: Your Company has three
segments viz. Finance, Naturopathy and Construction. During the year
under review, income from the fund & naturopathy activities is Rs.
12,850,075/- compared to Rs. 16,557,363/- in the previous year and
Construction activity Rs. 28,707,992/- compared to Rs. 6,298,591/- in
the previous year.
(c) Outlook: The macro and micro economic over view seems positive.
(d) Opportunities and Threats : The slowdown in global economy could
have an impact in the Indian market.
(e) Internal control systems and their adequacy: The internal audit
department reviews key business process and controls. The business risk
and its control procedures are reviewed periodically.
(f) Human Resources: Human Resource is the most valuable asset of the
company. With a rapid changing in the environment, the management put
the whole efforts for the betterment of the employees to face the
challenges with the training and development at frequent intervals.
3. DIVIDEND
In view to strengthen the equity base, your Directors did not propose
any Dividend.
4. DIRECTORS
In accordance with provisions of the Companies Act 1956 and the
Companys Articles of the Association, Mr. Navin Doshi who retire by
rotation and being eligible offers himself for re-appointment.
5. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section217 (2A) of the Companies (Amendment) Act, 2000 the
Directors confirm that:
a) in the preparation of the annual accounts, applicable accounting
standards have been followed.
b) In the estimates are made so as to give true and fair view of the
statement of affairs of the Company at the end of the financial year.
c) That the Directors had taken proper ad sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
d) That the Directors had prepared the annual accounts on a going
concern basis.
6. PARTICULARS OF EMPLOYEES
Information as per section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules,1975 as amended is NIL.
7. FIXED DEPOSITS
Your Company has not accepted any deposits from the Public during the
year under review.
8. AUDITORS
The existing Auditors M/s. Sutaria Associates, Chartered Accountants,
have expressed their unwillingness to continue as the Statutory
Auditors of the company for the year 2010-2011.
M/s. V N Mehta & Associates, Chartered Accountants, who have furnished
to the Company the required certificate under Section 224(1 B) of the
Companies Act, 1956 and therefore eligible for appointment as Auditors
of the Company from the conclusion of the ensuing Annual General
Meeting upto the conclusion of next Annual General Meeting.
9. APPRECIATION
Your Director wish to place a record for their sincere appreciation and
thanks for the excellent co-operation and support received from the
companies Bankers, Business Associates, Suppliers, Consultant,
Customers, Contractors and Shareholders at large, and look forward the
same in a greater level in the ensuing years.
10. CORPORATE GOVERNANCE
The report on Corporate Governance and the Auditors certificate on
compliance with the conditions of corporate governance under Clause 49
of the Listing Agreement is annexed to this report.
For and on behalf of the board Directors
NAVINCHANDRA B. DOSHI
CHAIRMAN
Place : Mumbai
Date : 13th August, 2010
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Coral India Finance and Housing Ltd. पर और जानकारी
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Coral India Finance and Housing Ltd. टूल
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कंपनी का इतिहास
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Coral India Finance and Housing Ltd. परिणाम
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